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13
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15
Financial Review
Revenue and Profitability
Gold prices started 2015 on a bullish note. The run-up was short-lived, however, as the prices for
precious metal fell for most of the remaining 11 months of the year, posing no small challenge
to the gold mining industry. The Groups average realised gold price per ounce in FY2015 came
to US$1,169, compared to US$1,271 in FY2014 and US$1,314 in FY2013.
Despite the 11.0% decline in average gold price per ounce over the last three years, the Group
managed to grow its FY2015 revenue by 9.8% over the previous year to US$36.47 million. The
improvement came on the back of an increase in production of fine gold, which rose 19.5% to
31,206 ounces in FY2015 from 26,122 ounces in FY2014.
Still, net profit in FY2015 declined 12.3% to US$13.43 million due to unrealised foreign-exchange
losses stemming from the depreciation of the Malaysian ringgit against the US dollar, as well as
the absence of a tax credit, which boosted the Groups FY2014 earnings. The one-off tax credit
for the previous year arose from an over-provision of US$1.22 million made in FY2013, before
Malaysian authorities granted CNMC full tax exemption on its statutory income for five years
with effect from 1 July 2013.
As a result, the Groups earnings per share in FY2015 decreased 12.7% to 2.62 US cents from
3.00 US cents in FY2014. Excluding the unrealised foreign-exchange losses and the tax credit
received in FY2014, net profit for FY2015 rose 10.8% to US$16.43 million.
All-in Costs
In FY2015, the Group further reduced its all-in-costs per ounce to US$608 from US$725 in
FY2014 as a result of greater economies of scale resulting from the higher sales of fine gold,
lower capital expenditure, reduced exploration activities and the depreciation of MYR against
USD.
Financial position
The Groups net assets rose by US$8.3 million to US$33.5 million as at 31 December 2015 from
US$25.2 million as at 31 December 2014. Net asset value per share increased to 8.22 US cents
from 6.17 US cents over the comparative periods.
As at 31 December 2015, the Group had cash and cash equivalents of US$22.1 million, up from
US$12.3 million as at the end of the previous year.
Dividends
For FY2015, the Group paid two interim tax exempt dividends of S$0.0018 per share in
September 2015 and January 2016 respectively. The Group is proposing a final tax exempt
dividend of S$0.0018 per share and a special tax exempt dividend of S$0.00405 per share,
subject to the approval of shareholders at the forthcoming annual general meeting.
16
OPERATIONS REVIEW
FY2015 was yet another milestone year for CNMC. The primary focus of our operations in
FY2015 was increasing gold production and adding new mineral resources through exploration
to replace depleted resources.
The Group has a total estimated heap leaching capacity of 1,000,000 tonnes per annum. With
three fully-operational leach yards, we were able to increase production of fine gold by 19.5%
in FY2015 to a record 31,205.85 ounces from 26,122.08 ounces in the previous year. Even with
the increase, we managed to reduce our all-in-costs per ounce in FY2015 by 16.1% to US$608
from US$725 in FY2014, due to greater economies of scale.
In the year under review, the Group successfully conducted test work for on-site fine ore
agglomeration at the Sokor Gold Projects vat leach facility. Following the test work, we
submitted applications to relevant government departments to restart vat leach operations.
Exploration
On the exploration front, the Group completed 69 holes with a total drilling footage of 7,700.6
metres at the Sokor Gold Project. The results have been incorporated into a FY2015 Qualified
Persons Report released recently by Australia-based Optiro Pty Ltd, an independent mining
services advisory firm.
Our exploration programme continues to yield positive results as far as replenishing depleted
resources is concerned. The additional drilling in FY2015 at Rixen, Mansons Lode and New
Discovery extended the Indicated and Inferred Mineral Resources at these three deposit
regions. Silver, lead and zinc Mineral Resources were also defined at Mansons Lode, and the
additional drilling in FY2015 increased these Mineral Resources down-dip to the south-east.
Following the depletion of ore from mining at Rixen in FY2015, our drilling activities extended
the resource to the south and to the east. The additional drilling increased the Indicated Mineral
Resources tonnage by 6%, although the average grade declined 1%. Nevertheless, there was
an overall increase of 4% in contained gold. In terms of Inferred Mineral Resources, tonnage
went up 108% while the average grade rose 3%, with an overall increase of 144% in contained
gold. The total Mineral Resources tonnage at Rixen increased 32% while the average grade was
unchanged, with a corresponding overall increase of 32% in contained gold.
At Mansons Lode, our drilling programme in FY2015 extended the Mineral Resources down-dip
to the south-east. The drilling increased the total gold Mineral Resources tonnage at Mansons
Lode by 9%, although the average grade decreased 3%. Overall, there was a 5% increase in
contained gold. There was a small 2% increase in tonnage for Measured Mineral Resources, a
3% reduction in grade, and an overall reduction in contained gold of 0.2%. For Indicated Mineral
Resources, tonnage, grade and contained gold increased 12%, 2% and 14% respectively. Inferred
Mineral Resources tonnage rose 14% while the average grade decreased 3%, yielding an overall
10% increase in contained gold. Silver and base metal resources increased significantly 21%
for contained silver, 28% for contained lead and 32% for contained zinc.
17
OPERATIONS REVIEW
At New Discovery, our drilling programme extended the Mineral Resources to the south
and some additional mineralisation was intersected in the northern area of the deposit. Our
independent consultant evaluated the economic cut-off grade and found, as a consequence
of reduced mining costs, that the cut-off grade could be reduced from 0.5 g/t (as in 2014)
to 0.4 g/t gold. The extensions to the interpreted mineralisation and reduced cut-off grade
resulted in a 40% increase in total Mineral Resources tonnage and an overall 11% increase in
contained gold (average grade declined 20%). Most of the increase came from Inferred Mineral
Resources, which rose 100% in tonnage (although average grade declined 14%), translating into
a 71% increase in contained gold. There were small reductions to the Measured Resources
average grade fell 3% and overall contained gold declined 4%. In terms of Indicated Resources,
tonnage rose 7%, average grade decreased 13%, and contained gold declined 7%.
As at 31 December 2015, the total Measured, Indicated and Inferred gold resources for the
Sokor Project (above a 0.3 g/t gold cut-off grade at Rixen, a 0.4 g/t gold cut-off grade at New
Discovery and a 0.5 g/t gold cut-off grade at Mansons Lode and Ketubong) were 13,830 kt
at 1.39 g/t gold, with contained gold of 618,000 ounces (inclusive of material used to define
Ore Reserves). Mineral Resources at Mansons Lode contained additional silver, lead and zinc
Mineral Resources of 1,210 kt with an average grade of 44 g/t silver, 1.7% lead and 1.6% zinc.
Compared to our Mineral Resources estimates as at 31 December 2014, there has been an
increase in gold Mineral Resources of 3,022 kt at 1.2 g/t gold. This represents an increase of
22% in contained gold. The increased tonnage at Mansons Lode, of 274 kt, has an average
grade of 26 g/t Ag, 3.1% Pb and 2.4% Zn with contained metal of 225,000 ounces of silver,
8,253 t of lead and 6,608 t of zinc.
Mineral
Type
Tonnes
(millions)
Grade
(Au g/t, Ag
g/t, Pb%,
Zn%)
Measured
Gold
0.56
3.1
56
0.45
3.1
45
-2%
Indicated
Gold
7.14
1.3
297
5.78
1.3
241
+4%
Inferred
Gold
6.13
1.4
265
4.95
1.4
215
+63%
Total
Gold
13.83
1.4
618
11.18
1.4
501
+22%
Measured
Silver
0.33
63
674
0.27
63
546
+2%
Indicated
Silver
0.17
73
398
0.14
73
322
+10%
Inferred
Silver
0.71
28
645
0.57
28
522
+36%
Total
Silver
1.21
44
1,717
0.98
44
1,391
+15%
Measured
Lead
0.33
1.7
5,632
0.27
1.7
4,562
+1%
Indicated
Lead
0.17
1.7
2,925
0.14
1.7
2,370
+11%
Inferred
Lead
0.71
1.7
12,245
0.57
1.7
9,918
+188%
Grade
(Au g/t, Ag g/t,
Pb%, Zn%)
Contained
metal
(Au koz, Ag
koz, Pb t, Zn t)
Contained
metal
(Au koz, Ag
koz, Pb t,
Zn t)
Change
from
previous
update
(%)
1.21
1.7
20,802
0.98
1.7
16,850
+67%
Total
Lead
Measured
Zinc
0.33
1.7
5,535
0.27
1.7
4,483
+1%
Indicated
Zinc
0.17
2.0
3,299
0.14
2.0
2,672
+8%
Inferred
Zinc
0.71
1.5
10,781
0.57
1.5
8,733
+142%
1.21
1.6
19,615
0.98
1.6
15,888
+51%
Total
18
Tonnes
(millions)
Zinc
OPERATIONS REVIEW
The Mineral Resources estimates for the Sokor Project were prepared and classified in
accordance with the guidelines of the Australasian Code for Reporting of Exploration Results,
Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the
Australasian Institute of Mining and Metallurgy, the Australian Institute of Geoscientists and the
Minerals Council of Australia, December 2012 (the JORC Code 2012), by Optiro Pty Ltd, the
Groups third-party independent resources and reserves estimation consultant.
Ore Reserves
In terms of Ore Reserves, the Sokor Project saw a 19% increase as at 31 December 2015 compared
to 31 December 2014. The combined Ore Reserves estimate for Rixen, Mansons Lode and New
Discovery is shown in the table below. Total Ore Reserves as at 31 December 2015 are reported
in accordance with the JORC Code 2012.
Mineral
Type
Tonnes
(Kt)
Grade
(Au g/t)
Contained
Au (koz)
Grade
(Au g/t)
Contained
Au (koz)
Change from
previous
update(%)
Proved
Gold
327
3.68
39
262
3.68
31
+73%
Probable
Gold
4,781
1.14
183
3,864
1.14
148
+12%
Total
Gold
5,107
1.07
222
4,127
1.07
179
+19%
Measured
Gold
210
2.8
29
170
2.8
23
-30%
Indicated
Gold
2,346
1.5
144
1,900
1.5
117
+25%
Inferred
Gold
6,166
1.4
279
4,994
1.4
226
+126%
Total
Gold
8,722
1.2
311
7,065
1.2
252
+11%
Growth Strategy
In 2016, the Group intends to continue streamlining its production process to further reduce
gold production costs and enhance profitability. We will also strive to achieve greater
economies of scale as we increase production capacity and lower the cost of materials. We
also plan to accelerate exploration activities with the aim of increasing gold, silver, lead and
zinc resources and reserves in the Sokor Gold Project. At the same time, we will continue to
explore opportunities to acquire and develop other mining projects in Malaysia and even in
Asia and Australasia.
19
SUSTAINABLE DEVELOPMENT
The mission of CNMC Goldmine Holdings Limited (CNMC) is to be one of the pre-eminent
gold and mineral producers in the Asia-Pacific region, with a strong focus on sustainable gold
mining.
Sustainability has always been an integral part of our business. Our sustainability strategy
involves adopting best practices (covering the environment, the community, the marketplace
and the workplace), benchmarking against industry standards, reporting our progress in a timely
and open manner, responsibly managing the environment within which we operate, embracing
corporate social responsibility, creating employment and empowering the communities where
we operate. Intertwined with these principles is our commitment to drive value for shareholders
over the long term.
Our main operating subsidiary, CMNM Mining Group Sdn. Bhd. (CMNM), endeavours to develop
and manage its mining operations in a way that complies with environmental regulations and
ensures it remains sensitive to local cultural and community expectations.
ENVIRONMENTAL PROTECTION
As a mining company, CNMC has a fundamental responsibility to carefully manage the impact
of its operations on the environment. This responsibility covers every aspect of our activities,
including the acquisition and development of land, and the disposal of waste. For example,
land is cleared using manual methods such as bulldozing and stacking of trees. By doing so, it
prevents air pollution and preserves soil structure.
Notably, the Department of Environment of Kelantan (DOE) had in June 2009 approved an
environmental impact assessment report prepared by CMNM. An environmental management
plan, which sets out the processes that CMNM would follow to ensure compliance with
environmental regulations, was subsequently approved by the DOE in April 2010.
CMNM recognises that environmental monitoring is an on-going obligation. To demonstrate
its commitment to regularly monitor environmental issues and assess their impact, CMNM
appointed in December 2010 I.Z. Environmind Sdn. Bhd. (I.Z. Environmind), a licensed thirdparty environmental consultant approved by the DOE. I.Z. Environmind conducts regular
monitoring exercises to ensure CMNM complies with all environmental regulations and is kept
informed of any potential environmental risk or issue arising from its operations. It continues
to work closely with CMNM.
In FY2013, the Faculty of Earth Science at the Universiti Malaysia Kelantan (UMK) conducted
an independent study on the effects of gold mining on the physico-chemical water quality and
benthic macro-invertebrate compositions in rivers located at our Sokor mine site. The findings,
published in the Journal of Applied Sciences in Environmental Sanitation in September 2013,
showed that the rivers ecosystem was healthy, indicating that our operations at the Sokor gold
mine site did not pose a threat.
20
COMMUNITY DEVELOPMENT
As a leader in the mining industry in the Kelantan State, we recognise the vital roles of our
employees and the communities in which we operate. We believe our mining activities create
job opportunities for the local communities, alleviate poverty, and empower them to provide a
better livelihood for themselves and future generations.
To deepen our engagement with the local communities, we have initiated a number of projects,
in partnership with local government bodies, in areas such as education, healthcare and
even disaster relief. Since 2007, we have made substantial efforts to integrate with the local
population in the vicinity where our mine is located. These efforts have helped to broaden the
economic and commercial base for local businesses, in turn encouraging more investments in
Kelantan and contributing to the States overall economic growth.
The main negative social impact from mining is the loss of employment when operations cease.
Still, the local workforce would have been well equipped with skills that can be applied to other
mining or related industries.
During the Hari Raya festive season in July 2015, CNMC donated to 160 less fortunate individuals,
families and orphans residing in the Tanah Merah areas. We also distributed 2,000 green
envelopes and gift packs to children and villagers in those areas.
When Kelantan was hit by massive floods, we sponsored life boats and life jackets for a relief
operation. To support the State government, we also provided food supplies and equipment
to ease the burden of the flood victims. In addition, we contributed school supplies to 2,000
children in 14 primary schools.
In line with one of our core values searching the earth, caring for the society we will do our
utmost to better the lives of the community in which we operate.
21
Develop and use systems to identify and manage risks, and provide accurate information
to support effective decision making.
Train our people and provide the resources to meet our social responsibility objectives
and targets.
Adopt policies, standards and operating practices that ensure ongoing improvement in
all aspects.
Wherever appropriate and feasible, set operating standards which exceed the
requirements of the applicable local laws.
2. ENVIRONMENTAL POLICY
CNMC intends to set standards of excellence with regard to environmental matters. The
following two statements sum up our position:
CNMC will, at all times, attempt to operate our facilities in compliance with applicable
laws and regulations.
CNMC will adopt and adhere to standards that are protective of both human health and
the environment at the facilities we build and operate within.
CNMC will commit the necessary human and financial resources to achieve this cause.
CNMC intends to establish an audit programme to systematically evaluate compliance of our
operating facilities with applicable federal, state, and local rules and regulations, as well as
corporate policy, which also includes a corrective action process to address any deficiencies.
Each employee (including contractors) will be responsible for ensuring that staff, equipment,
facilities and resources within his or her area of responsibility are managed in a way that
complies with this policy.
22
Identify, eliminate or otherwise control Health Safety Environment (HSE) risks to our
people, communities and the environment in which we operate.
Provide our employees with the resources to achieve our goal of zero incidents, injuries
and illnesses.
Comply with all applicable legal and other requirements including international and
external commitments.
Ensure that the Groups site disaster management procedures are regularly updated and
emergency response teams are in place and well trained.
Commence a review of every high-risk incident or injury within 48 hours of its occurrence
and ensure that the appropriate actions are identified and implemented.
Ensure that HSE expectations are clearly communicated to all contract principals and
that their management systems are randomly audited.
23
GROUP STRUCTURE
CNMC Goldmine
Holdings Limited
100%
CNMC
Goldmine
Limited
24
100%
81%
100%
100%
CMNM Mining
Group Sdn.
Bhd.
MCS Tin
Holdings Sdn.
Bhd.
CNMC
Development
(M) Sdn. Bhd.
CNMC Mineral
Exploration
Sdn. Bhd.
Investment Holding
Investment Holding
80%
80%
MCS Mining
Group Sdn.
Bhd.
CNMC-Nalata
Mining Sdn.
Bhd.
Dormant
Dormant
CORPORATE INFORMATION
BOARD OF DIRECTORS
AUDITORS
KPMG LLP
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581
Tel: +65 6213 3388
Fax:+65 6225 2230
Partner-in-charge: Alex Koh
(Appointed with effect from the financial year ended
31 December 2015)
REGISTERED OFFICE
CNMC Goldmine Holdings Limited
745 Toa Payoh Lorong 5
#04-01 The Actuary
Singapore 319455
Tel: +65 6220 4621
Fax: +65 6220 1270
Company Registration No. 201119104K
www.cnmc.com.hk
AUDIT COMMITTEE
Kuan Cheng Tuck
Tan Poh Chye Allan
Gan Siew Lian
Chairman
NOMINATING COMMITTEE
Gan Siew Lian Chairman
Kuan Cheng Tuck
Tan Poh Chye Allan
REMUNERATION COMMITTEE
Tan Poh Chye Allan
Kuan Cheng Tuck
Gan Siew Lian
Chairman
COMPANY SECRETARY
Ms Beh Pur-Lin, Elaine
(appointed on 11 June 2015)
CATALIST SPONSOR
PrimePartners Corporate Finance Pte. Ltd.
16 Collyer Quay,
#10-00 Income at Raffles,
Singapore 049318
Tel: +65 6229 8088
Fax: +65 6229 8089
SHARE REGISTRAR
Boardroom Corporate & Advisory Services Pte. Ltd.
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Tel: +65 6536 5355
Fax: +65 6536 1360
ANNUAL REPORT 2015
25
INTRODUCTION
The Board of Directors (the Board) of CNMC Goldmine Holdings Limited (the Company) is committed to ensuring
that high standards of corporate governance are practised within the Company and its subsidiaries (the Group).
Good corporate governance helps to promote corporate transparency, and to protect and enhance shareholders
interests.
This report outlines the Companys corporate governance practices with specic reference to principles of the Code of
Corporate Governance 2012 (the Code) and the disclosure guide developed by the Singapore Exchange Securities
Trading Limited (SGX-ST) in January 2015 (the Guide), where applicable, deviations from the Code are explained.
1.
BOARD MATTERS
The Board of Directors as at 3 March 2016 comprises:
Professor Lin Xiang Xiong @ Lin Ye
Mr Choo Chee Kong
Mr Lim Kuoh Yang
Mr Kuan Cheng Tuck
Mr Tan Poh Chye Allan
Ms Gan Siew Lian
A description of the background and prole of each director is presented in the Board of Directors section of
this annual report.
The Boards Conduct of Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The
Board is collectively responsible for the long-term success of the company. The Board works
with the Management to achieve this objective and the Management remains accountable to the
Board.
26
Provide entrepreneurial leadership, set strategic aims, and ensure that the necessary nancial and
human resources are in place for the Company to meet its objectives;
Establish a framework of prudent and effective controls which enables risk to be assessed and
managed, including safeguarding of shareholders interests and the Companys assets;
Identify the key stakeholder groups and recognise that their perceptions affect the Companys reputation;
Set the Companys values and standards (including ethical standards), and ensure that obligations to
shareholders and others stakeholders are understood and met; and
Consider sustainability issues, e.g., environmental and social factors, as part of the strategic formulation.
Board
5
Audit
Committee
4
Nominating
Committee
2
Remuneration
Committee
1
5
5
5
5
4
4
4
4
4
4
3
3
2
2
2
2
1
2
1
1
1
1
1
1
Board Approval
Matters requiring the Boards decision and endorsement are dened as follows:
(i)
(ii)
(iii)
(iv)
(v)
Announcement of quarterly and full year nancial results and release of annual reports;
(vi)
(vii)
(viii)
Share issuance;
(ix)
(x)
27
updates by the Company Secretary on changes in relevant laws and regulations, such as the
amendments to the Companies Act and Catalist Rules;
briengs by the external auditors on the recent changes and updates to the accounting standards at the
AC meetings;
Listed Company Director courses conducted by the Singapore Institute of Directors and other
professional courses by organisations such as Institute of Singapore Chartered Accountants attended by
some of the Directors.
At each quarterly Board meeting, the Board will receive updates on business and strategic developments of the
Group, industry developments, analyst and media commentaries on matters related to the Company.
Board Composition and Guidance
Principle 2:
There should be a strong and independent element on the Board, which is able to exercise
objective judgement on corporate affairs independently, in particular, from Management and
10% shareholders. No individual or small group of individuals should be allowed to dominate the
Boards decision making.
The Board consists of 6 Directors, namely 3 Executive Directors and 3 Independent Directors. The Independent
Directors make up half of the Board, thereby meeting the requirement of the Code which stipulates that where
(1) the Executive Chairman and Chief Executive Ofcer are immediate family members; (2) the Executive
Chairman is part of the management and (3) the Executive Chairman is not an independent director,
independent directors should make up at least half of the board.
The independence of each Director is reviewed annually by the NC. The NC adopts the Codes denition
of what constitutes an independent director in its review. The Independent Directors have conrmed their
independence in accordance with the Code. The Board had determined, taking into account the views of the
NC, that all Independent Directors are independent.
None of the Independent Directors has served on the Board beyond nine years from the date of his/her rst
appointment.
Board size and board composition
The Board had reviewed the present Board size and is satised that the current size facilitates effective
decision making and is appropriate for the nature and scope of the Groups operations. The Boards
composition is reviewed annually by the NC to ensure that the Board has the appropriate mix of expertise
and experience. The NC is of the view that the current Board and Board Committees comprise high calibre
individuals who are qualied with the appropriate mix of expertise, knowledge, skills and experience in areas
relating to nance, accounting, legal and business strategy which provide for the effective functioning of the
Board.
28
There should be a clear division of responsibilities between the leadership of the Board and the
executives responsible for managing the companys business. No one individual should represent
a considerable concentration of power.
The roles of the Executive Chairman and the CEO are separate. The Groups Executive Chairman, Professor
Lin Xiang Xiong @ Lin Ye is responsible for formulating the Groups strategic plans and policies. He also
plays a key role in developing the business of the Group, maintaining strategic relations with the Groups
business partners and providing the Group with strong leadership and vision. He also, with the assistance of
the Company Secretary and in consultation with Management, sets the meeting agendas and ensures that
Board meetings are held as and when it is necessary and that the Board members are provided with complete,
adequate and timely information. In addition, he provides guidance, advice and leadership to the Board and
the Management.
The Groups CEO, Mr Lim Kuoh Yang, is responsible for implementing the strategic plans and policies as well
as managing the operations of the Group. He is also responsible for reporting to the Board on all aspects of the
Groups operations and performance, providing quality leadership and guidance to the employees of the Group
and managing effective communication with the media, shareholders, regulators and the public. He also takes
a leading role in the Companys drive to achieve and maintain a high standard of corporate governance.
Mr Lim Kuoh Yang is the son of Professor Lin Xiang Xiong @ Lin Ye.
Although the Executive Chairman and the CEO are immediate family members, the Board is of the view that
there are sufcient safeguards and checks to ensure that the decision of the Board are made on a collective
basis without any individual or group of individuals representing any considerable concentration of power or
inuence.
In view of the relationship between the Executive Chairman and the CEO, the Board has appointed Mr Kuan
Cheng Tuck as the Lead Independent Director to ensure that a separate channel of communication is always
available to shareholders in the event that normal interactions with the Executive Chairman, the CEO or the
Chief Financial Ofcer (CFO) have failed to resolve their concerns or where such channel of communication is
considered inappropriate. All the Board committees are chaired by Independent Directors and the Independent
Directors make up half of the Board. Led by the Lead Independent Director, the Independent Directors meet
without the presence of the Executive Directors, if deemed necessary.
Board Membership
Principle 4:
There should be a formal and transparent process for the appointment and re-appointment of
directors to the Board
NC composition
The Company has established the NC to make recommendations to the Board on all board appointments. The
NC comprises 3 members, all of whom are Independent Directors, namely:
Gan Siew Lian
Kuan Cheng Tuck
Tan Poh Chye Allan
Chairman
Member
Member
29
to make recommendations to the Board on relevant matters relating to the review of Board succession
plans for Directors, in particular, the Chairman and for the CEO (or equivalent), the development of a
process for evaluation of the performance of the Board, the Board committees and the Directors, and the
review of training and professional development programmes for the Board;
(b)
(c)
to ensure all Directors submit themselves for re-nomination and re-appointment at regular intervals and
at least once every three years;
(d)
to determine annually, and as and when circumstances require, whether a Director (including an
alternate Director) is independent, bearing in mind the guidelines of the Code;
(e)
to decide if a Director is able to and has been adequately carrying out his duties as a Director of the
Company, taking into consideration of the Directors number of listed company board representations
and other principal commitments.
(f)
to assess the effectiveness of the Board as a whole and its Board committees and the contribution by
the Chairman and each individual Director to the effectiveness of the Board.
Each member of the NC shall abstain from voting on any resolution and making any recommendations and/or
participating in any deliberations of the NC in respect of matters in which he or she is interested.
Directors time commitments and multiple directorships
The Board notes that none of the Directors holds more than three (3) directorships in other listed companies.
The Board is satised that each Director is able to and has been adequately carrying out his duties as a
Director of the Company despite some of the Directors holding multiple board representations in other listed
companies. As such, the Board does not propose to set the maximum number of listed company board
representations which Directors may hold until such need arises. The NC will continue to review from time to
time the board representations of each Director to ensure that the Directors continue to meet the demands
of the Group and are able to discharge their duties adequately. The considerations in assessing the capacity
of directors include: expected and/or competing time commitments of Directors, size and composition of the
Board and nature and scope of the Groups operations and size.
Currently, the Company does not have alternate directors.
The dates of initial appointment and last re-election of each Director, together with his or her directorships in
other listed companies and other principal commitments, are set out below:-
30
20 September 2011
11 August 2011
20 September 2011
20 September 2011
1 July 2012
Director
Professor Lin Xiang
Xiong @ Lin Ye
Date of initial
appointment
20 September 2011
28 April 2015
28 April 2014
28 April 2014
28 April 2015
29 April 2013
Date of last
re-election
29 April 2013
Avexa Limited
XYEC Holdings Co., Ltd.
Nico Steel Holdings
Limited
None
None
None
Adventus Holdings
Limited
None
Singtel (Director,
Transformation Management
Ofce)
None
31
b)
Integrity;
Diversity;
Ability to commit time and effort to carry out duties and responsibilities effectively; and
Evaluate the skills, knowledge and experience of the Board and determine the role and the
desirable competencies for a particular appointment; and
ii.
Arrange to meet up with the short-listed candidates to ensure that the candidates are aware of
the expectations and the level of commitment required.
32
Board Performance
Principle 5:
There should be a formal annual assessment of the effectiveness of the Board as a whole and its
Board Committees and the contribution by each director to the effectiveness of the Board.
On an annual basis, the NC assesses the performance of the Directors, individually and collectively. The
NC assesses the performance of the Board and Board Committees by means of assessment checklists that
evaluates Boards size, Board composition, Board independence, Board processes, whether the Board has the
right mix of expertise, experience and skills, and whether the Board has made balanced and well-considered
decisions on the various issues that come before them.
The NC evaluates each Directors performance based on the following review parameters, including:
the guidance and advice to the Management in relation to (i) the effectiveness of strategies and
directions of the Company to enhance long-term shareholders value; and (ii) the safeguarding of the
Companys assets and shareholders investment; and
During the appraisal, Directors would complete the assessments checklists which will then be compiled by the
Company Secretary before the results are submitted to the NC Chairman.
The NC will act on the performance evaluation result and where appropriate, proposes new members to be
appointed to the Board or seek the resignation of any Director.
The Board and the NC have endeavored to ensure that the Directors appointed to the Board possess the right
experience, knowledge and skills critical to the Groups business, so as to enable the Board to make sound and
well-considered decisions.
The NC has assessed the current Boards performance to-date and is of the view that the performance of
the Board as a whole and the Board Committees, as well as the performance of each individual Director has
met the Groups standards and expectations. Although some of the Board members have multiple board
representations and other principal commitments, the NC is satised that sufcient time and attention has been
given by the Directors to the Group.
Access to Information
Principle 6:
In order to fulfil their responsibilities, directors should be provided with complete, adequate and
timely information prior to board meetings and on an on-going basis so as to enable them to
make informed decisions to discharge their duties and responsibilities.
33
Company secretary
The Directors have separate and independent access to the Company Secretary. It is the responsibility of the
Company Secretary to attend all Board and Board committee meetings and to ensure that Board procedures
are followed and that applicable rules and regulations are complied with. Where the Company Secretary is
unable to attend any Board meeting, the Company Secretary ensures that a suitable representative is
arranged and that proper minutes of the same are taken and kept. Under the direction of the Chairman, the
Company Secretary ensures good information ows within the Board and its Board Committees and between
Management and Independent Directors, advising the Board on all governance matters. The appointment and
removal of the Company Secretary are subject to the approval of the Board as a whole.
Independent professional advice
Each Director has the right to seek independent legal and other professional advice concerning any aspect of
the Groups operations or undertakings as necessary in order to fulll his or her duties and responsibilities as a
Director, at the Companys expense.
2.
REMUNERATION MATTERS
Procedures for Developing Remuneration Policies
Principle 7:
There should be a formal and transparent procedure for developing policy on executive
remuneration and for fixing the remuneration packages of individual directors. No director should
be involved in deciding his own remuneration.
The RC comprises 3 members, all of whom are Independent Directors. They are:
Tan Poh Chye Allan
Kuan Cheng Tuck
Gan Siew Lian
Chairman
Member
Member
to review and recommend for endorsement by the entire Board a general framework of remuneration for
the Directors and key management personnel;
(b)
to review and recommend for endorsement by the entire Board the specic remuneration packages
for each Director as well as for the key management personnel. The RC shall cover all aspects of
remuneration, including but not limited to Directors fees, salaries, allowances, bonuses, options, sharebased incentives and awards, and benets in kind;
(c)
if necessary, seek expert advice inside and/or outside the Company on remuneration of all Directors,
ensuring that existing relationships, if any, between the Company and its appointed remuneration
consultants will not affect the independence and objectivity of the remuneration consultants;
(d)
to review and recommend to the Board the terms of renewal of the service contracts of Directors;
(e)
to review the Companys obligations arising in the event of termination of the Executive Directors and key
management personnels contracts of services, to ensure that such contracts of service contain fair and
reasonable termination clauses which are not overly generous; and
(f)
to review whether Executive Directors and key management personnel should be eligible for benets
under long-term incentive schemes, and evaluate the costs and benets of long-term incentive schemes.
Each member of the RC shall abstain from voting on any resolution and making any recommendations and/or
participating in any deliberations of the RC in respect of matters in which he or she is interested.
The total remuneration of the employees who are related to the Directors will be reviewed annually by the RC
to ensure that their remuneration packages are in line with the staff remuneration guidelines and commensurate
with their respective job scopes and level of responsibilities. In the event that a member of the RC is related to
the employee under review, he or she will abstain from such review.
34
The RC has access to appropriate external expert advice in relation to executive compensation, if necessary. In
FY2015, no remuneration consultants were engaged.
Level and Mix of Remuneration
Principle 8:
The level and structure of remuneration should be aligned with the long-term interest and risk
policies of the Company, and should be appropriate to attract, retain and motivate (a) the
directors to provide good stewardship of the company, and (b) key management personnel
to successfully manage the Company. However, companies should avoid paying more than is
necessary for this purpose.
35
Disclosure on Remuneration
Principle 9:
Each company should provide clear disclosure of its remuneration policies, level and mix of
remuneration, and the procedure for setting remuneration, in the companys annual report.
It should provide disclosure in relation to its remuneration policies to enable investors to
understand the link between remuneration paid to directors and key management personnel, and
performance.
The breakdown of the remuneration of the Directors and key management personnel for FY2015 is set out as
below:
Remuneration of Directors for FY2015
Base/Fixed
Salary
Directors
Fees#
Bonus
Total
38%
62%
100%
47%
53%
100%
72%
26%
100%
100%
100%
100%
100%
100%
100%
Directors Fees were approved by shareholders as a lump sum at the AGM held on 28 April 2015.
Base/Fixed
Salary
73%
60%
60%
71%
Bonus
27%
40%
40%
29%
Total
100%
100%
100%
100%
The annual aggregate remuneration paid to the four key management personnel of the Group in FY2015
was S$622,593. Given the size of the Groups operations, the Company had identied four key management
personnel as above.
After reviewing the industry practice and analysing the advantages and disadvantages in relation to the full
disclosure of remuneration of each Director and key management personnel, the Company is of the view that
such disclosure would be prejudicial to its business interest given the highly competitive environment of the
industry.
There are no termination or retirement benets or post-employment benets that are granted to the Directors,
CEO and the key executives.
Remuneration of employees who are immediate family members of a Director or the CEO
There were no employees who were the immediate family members of a Director or the CEO, whose
remuneration exceeded S$50,000 in FY2015.
36
to motivate each participant to optimise his performance standards and efciency and to maintain a high
level of contribution to the Group;
(ii)
to retain key employees and Executive Directors whose contributions are essential to the long-term
growth and protability of the Group;
(iii)
to instill loyalty to and a stronger identication by the participants with the long-term prosperity of the
Company;
(iv)
to attract potential employees with relevant skills to contribute to the Group and to create value for the
shareholders; and
(v)
to align the interests of the participants with the interests of the shareholders.
The Group believes that with the PSP and any other share-based incentive scheme which the Group may
adopt, the Group is equipped with a set of exible remuneration tools, with which the Group would be better
able to attract and retain talents. Details of the PSP are set out in the Companys offer document dated 18
October 2011.
The PSP had been amended through the insertion of a new Rule 5.8. The amendment was approved at the
Companys extraordinary general meeting held on 27 April 2012 and the details are set out in the Companys
Circular dated 12 April 2012.
In FY2015, no awards of shares had been granted under the PSP to any employees and Directors of the
Company.
3.
37
Price sensitive information will be publicly released before the Company meets with any group of shareholders,
investors or research analysts. Financial results and annual reports are announced and issued within the
statutory prescribed periods.
The Board also communicate and discuss, as and when is required, changes in legislatative and regulatory
requirements, including requirements under the Catalist Rules, for instance, by establishing written policies
where appropriate.
Risk Management and Internal Controls
Principle 11: The Board is responsible for the governance of risk. The Board should ensure that Management
maintains a sound system of risk management and internal controls to safeguard shareholders
interests and the companys assets, and should determine the nature and extent of the significant
risks which Board is willing to take in achieving its strategic objectives.
Risk Management
The Group currently does not have a separate Risk Management Committee but the Management regularly
reviews the Groups operational and business activities to identify areas of signicant business risks as well as
appropriate measures to control and mitigate these risks. The Management reviews all the signicant control
policies and procedures and highlights all signicant ndings and matters to the Directors and the AC. The
Board is ultimately responsible for the Groups risk management.
The Company, together with the internal auditors, has formalised the Groups Risk Governance and Internal
Control Framework Manual to facilitate the Board in identifying key operational, strategic, nancial, compliance
and information technology risks with reference to the Companys business goals, strategies and corporate
philosophy. With the formalisation of the Groups Risk Governance and Internal Control Framework Manual,
the Companys risk tolerance levels have been established and adopted, and the Board has overseen
the Management in the design, implementation and monitoring of the risk management and internal control
systems. The internal auditors had also evaluated the effectiveness of the internal controls implemented to
manage the identied risks based on the results of the risk assessment process executed.
Internal Controls
The effectiveness of the internal nancial control systems and procedures are monitored by the Management.
The Board acknowledges that it is responsible for the overall internal control framework, but recognises that
no cost effective internal control system will preclude all errors and irregularities, as a system is designed to
manage rather than eliminate the risk of failure to achieve business objectives, and can provide only reasonable
and not absolute assurance against material misstatement or loss.
Apart from the above, the AC also commissions and reviews the ndings of internal controls or infringement
of any Singapore laws, rules or regulations which has or is likely to have a material impact on the Groups
operating results and/or nancial position. During FY2015, the AC, on behalf of the Board, has reviewed the
effectiveness of the Groups material internal controls, including nancial, operational and compliance controls
and information technology controls, and risk management on an annual basis. The processes used by the AC
to review the effectiveness of the system of internal control and risk management include:
(a)
discussion with the Management on risks management and the assurance received from the CEO and
CFO (see below);
(b)
(c)
the review of signicant issues raised by the external and internal auditors.
Based on the framework of risk management and internal controls established and maintained by the Group,
the review performed by the Management and the AC, the work performed by the internal auditors and the
review undertaken by the external auditors as part of their statutory audit, the Board, with the concurrence of
the AC, is of the opinion that the Groups internal controls, including nancial, operational, compliance and
information technology controls, and risk management systems, are adequate to meet the needs of the Group
in its current business environment as at 31 December 2015.
38
The Board has received assurance from the CEO and the CFO that:
(a)
the nancial records have been properly maintained and the nancial statements give a true and fair
view of the Groups operations and nances; and
(b)
The Groups risk management and internal controls system put in place are effective.
Audit Committee
Principle 12: The Board should establish an AC with written terms of reference which clearly set out its
authority and duties.
The AC comprises 3 members, all of whom are Independent Directors. They are:
Kuan Cheng Tuck
Tan Poh Chye Allan
Gan Siew Lian
Chairman
Member
Member
The AC assists the Board in discharging its responsibility in safeguarding the Companys assets, maintaining
adequate accounting records, and developing and maintaining effective systems of internal controls with an
overall objective to ensure that the Management has created and maintained an effective control environment
in the Group. The AC will provide a channel of communication between the Board, the Management and the
external and internal auditors of the Company on matters relating to audit.
The Directors recognise the importance of corporate governance and the offering of high standards of
accountability to the shareholders. The AC will meet at least quarterly. The key terms of reference of the AC
include:(a)
to review the audit plans of the external auditors and internal auditors, including the results of the
external and internal auditors review and evaluation of the Groups system of internal controls;
(b)
to review the annual consolidated nancial statements and external auditors report on those nancial
statements, and discuss any signicant adjustments, major risk areas, changes in accounting policies,
compliance with Singapore Financial Reporting Standards, concerns and issues arising from their audits
including any matters which the auditors may wish to discuss in the absence of management, where
necessary, before submission to the Board for approval;
(c)
to review the periodic consolidated nancial statements comprising the prot and loss statements and
the balance sheets and such other information required by the Catalist Rules, before submission to the
Board for approval;
(d)
to review and discuss with the external auditors (if any), any suspected fraud, irregularity or
infringement of any relevant laws, rules or regulations, which has or is likely to have a material impact on
the Groups operating results or nancial position and the Managements response;
(e)
(f)
to review the independence of the external auditors annually and state (i) the aggregate amount of
fees paid to the external auditors for the nancial year, and (ii) a breakdown of the fees paid in total for
the audit and non-audit services respectively, or an appropriate negative statement, in the Companys
annual report;
(g)
to make recommendations to the Board on the proposals to the shareholders on the appointment,
re-appointment and removal of the external auditors, and approve the remuneration and terms of
engagement of the external auditors;
(h)
to review and/or ratify any interested person transactions (IPTs) falling within the scope of Chapter 9 of
the Catalist Rules;
(i)
39
(j)
to review the procedures by which employees of the Group and any other persons may, in condence,
report to the Chairman of the Audit Committee, possible improprieties in matters of nancial reporting
or other matters and ensure that there are arrangements in place for such concerns to be raised and
independently investigated, and for appropriate follow-up action to be taken;
(k)
to ensure that the internal audit function is adequately resourced and has appropriate standing within the
Group, and review the adequacy and effectiveness of the internal audit function at least annually;
(l)
to approve the hiring, removal, evaluation and compensation of the head of the internal audit function, or
the accounting/auditing rm or corporation to which the internal audit function is outsourced;
(m)
to review and report to the Board at least annually the adequacy and effectiveness of the Companys
internal controls, including nancial, operational, compliance and information technology controls, and
risk management (such review may be carried out internally or with the assistance of any competent
third parties);
(n)
to review the scope and results of the external audit and its cost effectiveness and the independence
and objectivity of the external auditors, and where the external auditors also supply a substantial volume
of non-audit services to the Company, keep the nature and extent of such services under review, seeking
to maintain objectivity;
(o)
(p)
to review and recommend hedging policies and instruments, if any, to be implemented by the Company
to the Board;
(q)
to undertake such other reviews and projects as may be requested by the Board, and report to the
Board its ndings from time to time on matters arising and requiring the attention of the Audit Committee;
and
(r)
to undertake generally to undertake such other functions and duties as may be required by the law or
the Catalist Rules, and by such amendments made thereto from time to time.
The AC has been given full authority to investigate any matter within its terms of reference and has full access
to the cooperation of the Management. It also has full discretion to invite any Director or executive ofcer to
attend its meetings, and reasonable resources to enable it to discharge its functions properly.
The AC members are briefed and updated by the external auditors if there are any changes or developments to
the accounting standards and issues which have a direct impact on nancial statements during AC meetings.
Summary of the ACs activities
In FY2015, the AC met with the external and internal auditors without the presence of the Management.
The principal activities of the AC in FY2015 are summarised below:
40
(a)
Reviewed the quarterly and full year announcements, material announcements and all related
disclosures to shareholders before submission to the Board for approval;
(b)
Reviewed the audit plan and audit report from external auditors;
(c)
Reviewed the independence and objectivity of the external auditors through discussion with the external
auditors as well as reviewing the non-audit fees awarded to them. The AC was satised that the nature
and extent of such services would not prejudice the independence and objectivity of the external
auditors. Details of the fees paid or payable to the external auditors are disclosed in the accompanying
nancial statements;
(d)
Recommended to the Board that KPMG LLP be nominated for re-appointment as the Companys
auditors at the forthcoming AGM of the Company;
(e)
Reviewed the reports and ndings from the internal auditors in respect of the adequacy of the
Companys internal controls and risk management; and
(f)
Reviewed the Groups interested person transactions to ensure that the transactions were carried out on
normal commercial terms.
The Company has complied with Rules 712 and 715 of the Catalist Rules in relation to its external auditors.
Whistle blowing Policy
The Company has put in place a whistle blowing policy. The policy encourages employees to raise concerns,
in condence, about possible irregularities to Mr Kuan Cheng Tuck, the Chairman of the whistle blowing
committee, or Mr Tan Poh Chye Allan, a member of the whistle blowing committee. Such concerns include
fraudulent acts, dishonesty, legal breaches and other serious improper conduct, unsafe work practices and any
other conduct that may cause nancial or non-nancial loss to the Group or damage to the Groups reputation.
It aims to provide an avenue for employees to raise concerns and offer reassurance that they will be protected
from reprisals or victimisation for whistle blowing in good faith.
Whenever a concern is raised under the policy by writing, telephonically or in person to the above mentioned
whistleblowing committee member, the whistle blower and the report received shall be treated with utmost
condentiality and will be attended to immediately. The whistle blowing policy is posted in the Companys
premises. The email addresses of Mr Kuan Cheng Tuck and Mr Tan Poh Chye Allan are stated in the whistle
blowing policy.
When making a report, the whistleblower should provide the following information as stated in the whistleblower
report form:
-
Any other details or documentation that would assist in the evaluation of the improprieties.
Some concerns may be resolved by agreed action without the need for investigation. If investigation is
necessary, the whistle blowing committee member will direct an independent investigation to be conducted on
the complaint received. All whistle blowers have a duty to cooperate with investigations.
The AC oversees the administration of the policy. Periodic reports will be submitted to the AC stating
the number and the complaints received, results of the investigations, follow-up actions required and any
unresolved complaints. There were no complaints received in FY2015.
Internal Audit
Principle 13: The Company should establish an effective internal audit function that is adequately resourced
and independent of the activities it audits.
The objective of the internal audit function is to provide independent recommendations designed to improve the
Groups operations. Internal audit helps to determine whether the Groups risk management, internal controls
and corporate governance processes, as designed by the Group, are adequate and functioning in the required
manner.
The AC selects and approves the appointment of the internal auditors. In FY2015, the Company appointed
RSM Ethos Pte Ltd as its internal auditors to conduct reviews of the material internal controls and to test if
the controls are implemented properly. The internal auditor reports directly to the AC functionally and to the
Executive Chairman administratively and has full access to all the Companys documents, records, properties
and personnel. The AC is satised that the internal auditors is staffed by suitably qualied and experienced
personnel.
41
The AC decides on the timing of the commissioning of the internal audit function from time to time and reviews
the audit plans of the internal auditors, ensures that adequate resources are directed to carry out those plans
and reviews the results of the internal auditors examination of the Companys system of internal controls. The
AC is satised that the internal audit function is adequately resourced and has the appropriate standing within
the Group.
The AC reviews the adequacy and effectiveness of the internal audit function on an annual basis and is
satised with its adequacy and effectiveness.
4.
42
its quarterly investors dialogue sessions, Pre-AGM conference organised in collaboration with Securities
Investors Association and Annual General Meeting;
(b)
its external investor relations team from WER1 Consultants Pte Ltd.
Dividend Policy
On the 11 August 2015, the Company declared 1st interim one-tier tax exempt dividend of S$0.0018 per
ordinary share in respect of FY2015 and the payment of the interim dividend was made on 8 September 2015
to all the shareholders.
On the 9 December 2015, the Company declared 2nd interim one-tier tax exempt dividend of S$0.0018 per
ordinary share in respect of FY2015 and the payment of the interim dividend was made on 20 January 2016 to
all the shareholders.
To further reward shareholders, the Company is proposing a nal dividend of S$0.0018 per share and a special
dividend of S$0.00405 per share for FY2015, to be approved by shareholders at the forthcoming annual
general meeting.
Notwithstanding the above, the Company aspires to pay dividends of up to 30% of its net prots for each
nancial year going forward, based on the recommendations of the Board and subject to the factors described
below.
The Companys dividend policy is as follows:
(i)
in determining the Companys dividend pay-out ratio in respect of any particular nancial year, the Board
will take into account the Groups desire to maintain or potentially increase dividend levels in accordance
with the Companys overall objective of maximising shareholder value over the longer term; and
(ii)
to the extent that any dividends are paid in the future, the form, frequency and amount of such dividends
will depend on the Groups results of operations, future prospects, nancial conditions, other cash
requirements including projected capital expenditure, other investment plans, the terms of borrowing
arrangements (if any), dividend yield of comparable companies listed in Singapore, general economic
and business conditions in both Singapore and Malaysia as well as other factors deemed relevant by the
Directors.
The Directors may recommend or propose nal dividends which will be approved by shareholders by way of
an ordinary resolution at the annual general meeting. The Directors may also declare and pay interim dividends
without the approval of the shareholders.
Shareholders and investors should note that all the foregoing statements, including the statements in the
dividend policy mentioned above, are merely statements of the Companys present intention and shall not
constitute a legally binding statement in respect of any future dividends which may be subject to modication
(including reduction or non-declaration thereof) in the Directors sole and absolute discretion. No inference shall
or can be made from any of the foregoing statements as to the Companys actual future protability or ability to
pay dividends in any of the periods discussed.
Conduct of Shareholder Meetings
Principle 16: Companies should encourage greater shareholder participation at general meetings of
shareholders, and allow shareholders the opportunity to communicate their views on various
matters affecting the company.
The Board supports the Codes principle to encourage shareholders participation at the annual and
extraordinary general meetings of the Company.
The Board encourages all the shareholders to attend annual and extraordinary general meetings to ensure
a greater level of shareholders participation and to meet with the Board and the Management so as to stay
informed of the Companys developments. For those who are not registered as shareholders of the Company,
the Company does welcome them to attend the general meetings as observers.
At the annual general meeting of the Company, shareholders are given the opportunity to air their views and to
ask the Directors, including the chairman of the Board committees and the Management questions regarding
the Group and its business. The external auditors are also present at the annual general meeting to assist the
Directors in addressing any relevant queries from the shareholders.
ANNUAL REPORT 2015
43
All minutes of the discussion at the general meetings are available to shareholders upon their request.
The Company ensures that there are separate resolutions at general meetings on each distinct issue.
To enhance the shareholders participation, the Company puts all resolutions at general meetings to vote by
poll and announces the results by showing the number of votes cast for and against each resolution and the
respective percentage to the audience at the general meetings. The polling results are announced via the
SGXNET and posted on the Companys website after the general meetings.
5.
OTHER INFORMATION
Dealing with Securities
In line with Rule 1204(19) of the Catalist Rules, the Group has adopted an internal compliance code to guide
and advise all Directors and executives of the Company with regard to dealing in the Companys securities.
The internal compliance code prohibits dealings in the Companys securities by the Company, all Directors and
executives on short-term considerations or if they are in possession of unpublished price sensitive information
of the Company. The black-out periods are 1 month prior to the announcement of the Companys full-year
nancial results and 2 weeks prior to the announcement for each of the three quarterly nancial results by the
Company and ending on the date of the announcement of the nancial results.
In addition, the Company reminds all the Directors and executives to observe insider-trading rules and laws at
all times.
Interested Person Transactions
There were no interested person transactions with more than S$100,000 in FY2015.
The Group does not have a general mandate pursuant to Rule 920 of the Catalist Rules for interested person
transactions.
Material Contracts
There were no material contracts of the Company and its subsidiaries involving the interests of the Executive
Directors or controlling shareholders that are either still subsisting at the end of FY2015 or if not then subsisting,
entered into since the end of the previous nancial year.
Non-Sponsor Fees
There were no non-sponsor fees paid to the Companys sponsor, PrimePartners Corporate Finance. Pte. Ltd. in
FY2015.
44
Financial Contents
46
Directors Statement
49
50
51
52
53
55
56
157
Statistics of Shareholdings
159
DIRECTORS STATEMENT
We are pleased to submit this annual report to the members of the Company together with the audited nancial
statements for the nancial year ended 31 December 2015.
In our opinion:
(a)
the nancial statements set out on pages 50 to 95 are drawn up so as to give a true and fair view of the
nancial position of the Group and of the Company as at 31 December 2015 and the nancial performance,
changes in equity and cash ows of the Group for the year ended on that date in accordance with the
provisions of the Singapore Companies Act, Chapter 50 and Singapore Financial Reporting Standards; and
(b)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they fall due.
The Board of Directors has, on the date of this statement, authorised these nancial statements for issue.
Directors
The directors in ofce at the date of this statement are as follows:
Professor Lin Xiang Xiong
Choo Chee Kong
Lim Kuoh Yang
Kuan Cheng Tuck
Tan Poh Chye Allan
Gan Siew Lian
Directors interests
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50
(the Act), particulars of interests of directors who held ofce at the end of the nancial year (including those held
by their spouses and infant children) in shares, debentures, warrants or share options in the Company and in related
corporations (other than wholly-owned subsidiaries) are as follows:
1,100,000
205,000
106,987,500
52,662,500
108,087,500
1,100,000
205,000
106,987,500
52,662,500
108,087,500
By virtue of Section 7 of the Act, Professor Lin Xiang Xiong and Lim Kuoh Yang are deemed to have interests in the
other subsidiaries of CNMC Goldmine Holdings Limited, all of which are wholly-owned, at the beginning and at the
end of the nancial year.
Except as disclosed in this statement, no director who held ofce at the end of the nancial year had interests in
shares, debentures, warrants or share options of the Company or of related corporations, either at the beginning of the
nancial year, or at the end of the nancial year.
There were no changes in any of the above mentioned interests in the Company between the end of the nancial year
and 21 January 2016.
Neither at the end of, nor at any time during the nancial year, was the Company a party to any arrangement whose
objects are, or one of whose objects is, to enable the directors of the Company to acquire benets by means of the
acquisition of shares in or debentures of the Company or any other body corporate.
46
DIRECTORS STATEMENT
Performance shares
The Company has a performance share plan known as the CNMC Performance Share Plan (the PSP) which was
approved at an extraordinary general meeting of the shareholders of the Company on 14 October 2011. The PSP was
subsequently amended and approved by insertion of a new Rule 5.8 at the Companys extraordinary general meeting
held on 27 April 2012.
The PSP is administered by an awards committee comprising Mr Tan Poh Chye Allan, Mr Kuan Cheng Tuck and Ms
Gan Siew Lian. The PSP grants a participant the right to receive fully paid shares free of charge, upon the participant
achieving prescribed performance targets. Employees of the Group, employees of an associated company, directors
and employees of the Companys parent company and its subsidiaries, and controlling shareholders and their
associates are eligible to participate in the PSP.
The total number of new shares which may be issued pursuant to awards granted under the PSP, when added to (i)
the number of new shares issued and issuable in respect of all awards granted thereunder; and (ii) any other share
incentive schemes adopted by the Company for the time being in force, shall not exceed 15% of the issued share
capital of the Company on the day preceding the relevant date of award. The aggregate number of shares available
under the PSP shall not exceed 15% of the total issued share capital of the Company from time to time.
As at the end of the nancial year, no awards of shares have been granted under the PSP to controlling shareholders
or their associates and no participants have received shares which in aggregate represent 5% or more of the total
number of shares available under the PSP.
Share options
During the nancial year, there were:
(i)
no options granted by the Company or its subsidiaries to any person to take up unissued shares in the
Company or its subsidiaries; and
(ii)
no shares issued by virtue of any exercise of option to take up unissued shares of the Company or its
subsidiaries.
As at the end of the nancial year, there were no unissued shares of the Company or its subsidiaries under options.
Audit Committee
The members of the Audit Committee during the year and at the date of this statement are:
All the members of the Audit Committee are non-executive directors of the Company who are independent of the
Group and the Companys management.
The Audit Committee performs the functions specied in Section 201B of the Act, the SGX Listing Manual and the
Code of Corporate Governance.
The Audit Committee has held four meetings since the last directors statement. In performing its functions, the Audit
Committee met with the Companys external and internal auditors to discuss the scope of their work, the results of their
examination and evaluation of the Companys internal accounting control system.
47
DIRECTORS STATEMENT
assistance provided by the Companys ofcers to the internal and external auditors;
quarterly nancial information and annual nancial statements of the Group and the Company prior to their
submission to the directors of the Company for adoption; and
interested person transactions (as dened in Chapter 9 of the SGX Listing Manual).
The Audit Committee has full access to management and is given the resources required for it to discharge its
functions. It has full authority and the discretion to invite any director or executive ofcer to attend its meetings. The
Audit Committee also recommends the appointment of the external auditors and reviews the level of audit and nonaudit fees.
The Audit Committee is satised with the independence and objectivity of the external auditors and has recommended
to the Board of Directors that the auditors, KPMG LLP, be nominated for re-appointment as auditors at the forthcoming
Annual General Meeting of the Company.
In appointing our auditors for the Company and its subsidiaries, we have complied with Rules 712 and 715 of the SGX
Listing Manual.
Auditors
The auditors, KPMG LLP, have indicated their willingness to accept re-appointment.
2 March 2016
48
KPMG LLP
Public Accountants and
Chartered Accountants
Singapore
2 March 2016
ANNUAL REPORT 2015
49
Group
Assets
Exploration and evaluation assets
Mine properties
Property, plant and equipment
Interests in subsidiaries
Non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current assets
Note
2015
US$
2014
US$
2015
US$
2014
US$
4
5
6
7
2,084,960
9,617,124
8,163,432
19,865,516
4,990,395
6,517,394
7,568,558
19,076,347
109,525
8,306,587
8,416,112
159,967
8,044,787
8,204,754
8
9
10
868,800
832,096
22,134,539
23,835,435
802,208
612,757
12,339,714
13,754,679
8,469,129
902,869
9,371,998
6,688,479
2,023,789
8,712,268
43,700,951
32,831,026
17,788,110
16,917,022
18,032,233
(75,092)
2,764,011
12,773,507
33,494,659
4,551,057
38,045,716
18,032,233
2,808,736
4,318,583
25,159,552
2,652,568
27,812,120
18,032,233
(75,092)
(1,228,256)
16,728,885
16,728,885
18,032,233
(1,961,722)
16,070,511
16,070,511
Total assets
Equity
Share capital
Treasury shares
Reserves
Retained earnings/(Accumulated losses)
Equity attributable to owners of the Company
Non-controlling interests
Total equity
Liabilities
Loans and borrowings
Deferred tax liabilities
Non-current liabilities
Loans and borrowings
Accrued rehabilitation costs
Trade and other payables
Dividends payable
Current tax liabilities
Current liabilities
Total liabilities
Total equity and liabilities
Company
11
12
13
14
15
16
100,429
1,249,649
1,350,078
175,594
542,186
717,780
15
17
18
42,613
326,635
2,998,863
916,800
20,246
4,305,157
73,033
289,990
3,156,530
761,029
20,544
4,301,126
539,293
518,541
1,391
1,059,225
384,248
462,263
846,511
5,655,235
5,018,906
1,059,225
846,511
43,700,951
32,831,026
17,788,110
16,917,022
Note
Revenue
Other income
19
20
21
22
22
2014
US$
36,470,636
150,401
33,213,371
97,169
267,556
(3,985,961)
(2,727,262)
(2,491,172)
(247,602)
(301,870)
(590,341)
(858,261)
(2,719,321)
(5,750,974)
(179,520)
(3,060,763)
(22,645,491)
(141,864)
(3,050,900)
(2,515,279)
(2,047,601)
(107,587)
(266,170)
(629,503)
(514,889)
(2,539,822)
(5,493,271)
(185,485)
(1,022,247)
(18,514,618)
472,877
(9,967)
462,910
71,541
(35,900)
35,641
14,438,456
(1,009,573)
13,428,883
14,831,563
488,570
15,320,133
14
10,666,397
2,762,486
13,428,883
12,243,104
3,077,029
15,320,133
25
25
2.62
2.62
3.00
3.00
23
24
2015
US$
51
2015
US$
2014
US$
13,428,883
15,320,133
(53,465)
(53,465)
13,375,418
(18,106)
(18,106)
15,302,027
10,621,672
2,753,746
13,375,418
12,227,957
3,074,070
15,302,027
At 31 December 2014
At 1 January 2014
Group
2,824,635
2,824,635
Capital
reserve
US$
(15,899)
(15,147)
(15,147)
(15,147)
(752)
Translation
reserve
US$
4,318,583
(1,285,456)
(960,851)
(1,285,456)
(324,605)
12,243,104
12,243,104
(6,639,065)
18,032,233
26
26
Treasury
shares
US$
18,032,233
26
Note
Share
capital
US$
25,159,552
(1,285,456)
(960,851)
(1,285,456)
(324,605)
(15,147)
(15,147)
12,227,957
12,243,104
14,217,051
(Accumulated
Total
losses)/
attributable
Retained
to owners of
earnings
the Company
US$
US$
27,812,120
53
(2,032,004)
(960,851)
(746,548)
(2,032,004)
(324,605)
(18,106)
(18,106)
15,302,027
15,320,133
14,542,097
Total
equity
US$
2,652,568
(746,548)
(746,548)
(746,548)
(2,959)
(2,959)
3,074,070
3,077,029
325,046
Noncontrolling
interests
US$
54
At 31 December 2015
At 1 January 2015
Total comprehensive income for the year
Prot for the year
Other comprehensive income
Exchange differences arising on consolidation
of foreign subsidiaries
Total other comprehensive income
Total comprehensive income for the year
Group
(75,092)
(75,092)
(75,092)
(75,092)
2,824,635
2,824,635
Capital
reserve
US$
(60,624)
(44,725)
(44,725)
(44,725)
(15,899)
Translation
reserve
US$
12,773,507
(2,211,473)
(1,053,064)
(2,211,473)
(1,158,409)
10,666,397
10,666,397
4,318,583
Retained
earnings
US$
18,032,233
26
26
12
Treasury
shares
US$
18,032,233
26
Note
Share
capital
US$
33,494,659
(2,286,565)
(1,053,064)
(75,092)
(2,286,565)
(1,158,409)
(44,725)
(44,725)
10,621,672
10,666,397
25,159,552
Total
attributable
to owners of
the Company
US$
4,551,057
(855,257)
(855,257)
(855,257)
(8,740)
(8,740)
2,753,746
2,762,486
2,652,568
Noncontrolling
interests
US$
38,045,716
(3,141,822)
(1,053,064)
(855,257)
(75,092)
(3,141,822)
(1,158,409)
(53,465)
(53,465)
13,375,418
13,428,883
27,812,120
Total
equity
US$
Note
2015
US$
2014
US$
13,428,883
15,320,133
1,675,567
2,310,394
(8,030)
9,967
(472,877)
3,159
3,000,618
1,009,573
20,957,254
1,020,454
88,305
2,030,446
66,485
(80,266)
16,387
35,900
(71,541)
725,414
(488,570)
18,663,147
Changes in:
- Inventories
- Trade and other receivables
- Accrued rehabilitation costs, and trade and other payables
Cash generated from operations
Interest received
Interest paid
Tax paid
Net cash generated from operating activities
(66,592)
(374,461)
(440,938)
20,075,263
472,877
(9,967)
(307,781)
20,230,392
289,887
519,863
(1,255,657)
18,217,240
71,541
(35,900)
(301,106)
17,951,775
(1,252,930)
8,030
(2,901,578)
(4,146,478)
(2,063,631)
88,986
(2,925,299)
(4,899,944)
(75,092)
(2,154,829)
(752,686)
(67,538)
(3,050,145)
804,200
(1,144,630)
(1,148,043)
(447,782)
(124,048)
(2,060,303)
13,033,769
12,339,714
(3,238,944)
22,134,539
10,991,528
2,207,225
(859,039)
12,339,714
20
20
10
During the year ended 31 December 2015, the Group acquired property, plant and equipment with an aggregate
cost of US$3,100,440 (2014: US$3,507,049), of which US$Nil (2014: US$365,894) was acquired under nance lease
arrangements. As at 31 December 2015, a total consideration of US$198,862 (2014: US$215,856) is yet to be paid to
third parties.
The Group also acquired exploration and evaluation assets and mine properties with an aggregate cost of
US$1,869,862 (2014: US$3,024,546) of which US$307,677 (2014: US$295,329) was included in accrued rehabilitation
costs (note 17). As at 31 December 2015, a total consideration of US$309,255 (2014: US$665,586) is yet to be paid to
third parties.
The accompanying notes form an integral part of these financial statements.
ANNUAL REPORT 2015
55
Basis of preparation
2.1
Statement of compliance
The nancial statements have been prepared in accordance with the Singapore Financial Reporting Standards
(FRS).
2.2
Basis of measurement
The nancial statements have been prepared on the historical cost basis except as otherwise described in the
notes below.
2.3
2.4
56
2.4
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair
value hierarchy as the lowest level input that is signicant to the entire measurement (with Level 3 being
the lowest).
The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting
period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in note 30
Financial instruments.
57
3.1
Basis of consolidation
(i)
Business combinations
Business combinations are accounted for using the acquisition method in accordance with FRS 103
Business Combinations as at the date of acquisition, which is the date on which control is transferred to
the Group.
The Group measures goodwill at the acquisition date as:
if the business combination is achieved in stages, the fair value of the pre-existing equity interests
in the acquiree,
over the net recognised amount (generally fair value) of the identiable assets acquired and liabilities
assumed. Any goodwill that arises is tested annually for impairment.
When the excess is negative, a bargain purchase gain is recognised immediately in prot or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in prot or loss.
Non-controlling interests that are present ownership interests and entitle their holders to a proportionate
share of the acquirees net assets in the event of liquidation are measured either at fair value or at the
non-controlling interests proportionate share of the recognised amounts of the acquirees identiable
net assets, at the date of acquisition. The measurement basis taken is elected on a transaction-bytransaction basis. All other non-controlling interests are measured at acquisition-date fair value, unless
another measurement basis is required by FRSs.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities,
that the Group incurs in connection with a business combination are expensed as incurred.
Changes in the Groups interest in a subsidiary that do not result in a loss of control are accounted for
as transactions with owners in their own capacity as owners and therefore no adjustments are made
to goodwill and no gain or loss is recognised in prot or loss. Adjustments to non-controlling interests
arising from transactions that do not involve the loss of control are based on a proportionate amount of
the net assets of the subsidiary.
(ii)
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. The nancial statements of subsidiaries are included in the
consolidated nancial statements from the date that control commences until the date that control
ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the
policies adopted by the Group. Losses applicable to the non-controlling interests in a subsidiary are
allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a
decit balance.
58
3.1
(iv)
3.2
Foreign currency
(i)
(ii)
Foreign operations
The assets and liabilities of foreign operations, excluding goodwill and fair value adjustments arising on
acquisition, are translated to United States Dollars at exchange rates at the reporting date. The income
and expenses of foreign operations are translated to United States Dollars at exchange rates at the
dates of the transactions.
Foreign currency differences are recognised in other comprehensive income, and presented in the
foreign currency translation reserve (translation reserve) in equity. However, if the foreign operation
is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is
allocated to the non-controlling interests. When a foreign operation is disposed of such that control,
signicant inuence or joint control is lost, the cumulative amount in the translation reserve related to
that foreign operation is reclassied to prot or loss as part of the gain or loss on disposal. When the
Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining
control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither
planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such
monetary items are considered to form part of a net investment in a foreign operation are recognised in
other comprehensive income, and are presented in the translation reserve in equity.
3.3
Financial instruments
(i)
59
3.3
(ii)
(iii)
Share capital
Ordinary shares
Ordinary shares are classied as equity. Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax effects.
60
3.3
3.4
(ii)
Subsequent costs
The cost of replacing a component of an item of property, plant and equipment is recognised in the
carrying amount of the item if it is probable that the future economic benets embodied within the
component will ow to the Group, and its cost can be measured reliably. The carrying amount of the
replaced component is derecognised. The costs of the day-to-day servicing of property, plant and
equipment are recognised in prot or loss as incurred.
(iii)
Amortisation/Depreciation
Accumulated mine development costs are amortised on a unit-of-production basis over the economically
recoverable reserves of the mine concerned, except in the case of assets whose useful life is shorter
than the life of the mine, in which case the straight-line method is applied. The unit of account for
running of mines costs are recoverable ounces of gold. The unit-of-production rate for the amortisation of
mine development costs takes into account expenditure incurred to date, together with sanctioned future
development expenditure.
61
3.4
Amortisation/Depreciation (contd)
Mining rights are amortised to prot or loss on a straight-line basis over the assigned term of the rights,
from the date the rights is available for use.
Depreciation is based on the cost of an asset less its residual value. Signicant components of individual
assets are assessed and if a component has a useful life that is different from the remainder of that
asset, that component is depreciated separately.
For property, plant and equipment, depreciation is recognised in prot or loss on a straight-line basis
over the estimated useful lives of each component of an item of property, plant and equipment. Leased
assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably
certain that the Group will obtain ownership by the end of the lease term. No depreciation is provided on
construction work in progress.
Depreciation is recognised from the date that the property, plant and equipment are installed and are
ready for use, or in respect of internally constructed assets, from the date that the asset is completed
and ready for use.
The estimated useful lives for the current and comparative years of other property, plant and equipment
are as follows:
buildings
plant and equipment
xtures and ttings
motor vehicles
5
3
2
3
to 8 years
to 8 years
to 3 years
years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted
if appropriate.
3.5
(ii)
62
3.5
Geology - whether or not there is sufcient geologic and economic certainty of being able to
convert a residual mineral deposit into a proven and probable reserve at a development.
Scoping - there is a scoping study or preliminary feasibility study that demonstrates the additional
resources will generate a positive commercial outcome. Known metallurgy provides a basis
for concluding there is a signicant likelihood of being able to recoup the incremental costs of
extraction and production.
Accessible facilities - mining property can be processed economically at accessible mining and
processing facilities where applicable.
Life of mine plans - an overall life of mine plan and economic model to support the mine and the
economic extraction of resources/reserves exists. A long-term life of mine plan, and supporting
geological model identies the drilling and related development work required to expand or
further dene the existing ore body.
Authorisations - operating permits and feasible environmental programs exist or are obtainable.
Prior to capitalising exploration drilling and related costs, management will determine that the following
conditions have been met that will contribute to future cash ows:
There is a probable future benet that will contribute to future cash inows;
The Group can obtain the benet and controls access to it;
The transaction or event giving rise to the future benet has already occurred; and
If after expenditure is capitalised, information becomes available suggesting that the recovery of
expenditure is unlikely, the amount is written off in prot or loss in the period when the new information
becomes available.
Once reserves are established and development is sanctioned, exploration and evaluation assets are
tested for impairment and transferred to Mines under construction. No amortisation is charged during
the exploration and evaluation phase.
(iii)
63
3.6
Leased assets
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classied
as nance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its
fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is
accounted for in accordance with the accounting policy applicable to that asset.
Other leases are operating leases and are not recognised in the Groups statement of nancial position.
3.7
Inventories
Work in progress consists of gold contained in the ore on leaching yards/ponds and in circuit material within
processing operation.
Stockpiles represent ore that has been extracted and is available for further processing. If there is signicant
uncertainty as to when the stockpiled ore will be processed, it is expensed as incurred. When the future
processing of this ore can be predicted with condence, it is valued at lower of cost and net realisable value. If
the ore will not be processed within 12 months after the reporting date, it is included within non-current assets.
Quantities are assessed primarily through surveys and assays.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on
the weighted average principle, and includes expenditure incurred in acquiring the inventories, production or
conversion costs and other costs incurred in bringing them to their existing location and conditions.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
Materials and supplies are valued at the lower of cost and net realisable value. Any provision for obsolescence
is determined by reference to specic items of stocks. A regular review is undertaken to determine the extent of
any provision for obsolescence.
3.8
Impairment
(i)
64
3.8
Impairment (contd)
(ii)
Non-financial assets
The carrying amounts of the Groups non-nancial assets, other than inventories, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists,
then the assets recoverable amount is estimated. An impairment loss is recognised if the carrying
amount of an asset or its related cash-generating unit (CGU) exceeds its estimated recoverable
amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs
to sell. In assessing value in use, the estimated future cash ows are discounted to their present value
using a pre-tax discount rate that reects current market assessments of the time value of money and
the risks specic to the asset or CGU. For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group of assets that generates cash inows
from continuing use that are largely independent of the cash inows of other assets or CGUs.
The Groups corporate assets do not generate separate cash inows and are utilised by more than
one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested
for impairment as part of the testing of the CGU to which the corporate asset is allocated. Impairment
losses are recognised in prot or loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications
that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a
change in the estimates used to determine the recoverable amount. An impairment loss is reversed only
to the extent that the assets carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
3.9
Employee benets
(i)
(ii)
(iii)
65
3.10
3.11
Revenue recognition
Income is recognised in the nancial statements on the following bases:
(i)
3.12
3.13
Tax
Tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in prot or loss
except to the extent that it relates to a business combination, or items recognised directly in equity or in other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of
previous years.
66
3.13
Tax (contd)
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for nancial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for:
temporary differences on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable prot or loss; and
temporary differences related to investments in subsidiaries to the extent that the Group is able to control
the timing of the reversal of the temporary difference and it is probable that they will not reverse in the
foreseeable future.
The measurement of deferred taxes reects the tax consequences that would follow the manner in which
the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences,
to the extent that it is probable that future taxable prots will be available against which they can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer
probable that the related tax benet will be realised.
In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain
tax positions and whether additional taxes and interest may be due. The Group believes that its accruals for tax
liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations
of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series
of judgements about future events. New information may become available that causes the Group to change
its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax
expense in the period that such a determination is made.
3.14
Lease payments
Payments made under operating leases are recognised in prot or loss on a straight-line basis over the term of
the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term
of the lease.
Minimum lease payments made under nance leases are apportioned between the nance expense and the
reduction of the outstanding liability. The nance expense is allocated to each period during the lease term so
as to produce a constant periodic rate of interest on the remaining balance of the liability.
Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term
of the lease when the lease adjustment is conrmed.
Determining whether an arrangement contains a lease
At inception of an arrangement, the Group determines whether such an arrangement is or contains a lease.
This will be the case if the following two criteria are met:
the fullment of the arrangement is dependent on the use of that specied asset or assets; and
67
3.14
3.15
3.16
Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the
Groups other components. All operating segments operating results are reviewed regularly by the Groups
executive directors to make decisions about resources to be allocated to the segment and to assess its
performance, and for which discrete nancial information is available.
Segment results that are reported to the Groups executive directors include items directly attributable to a
segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly
corporate assets, head ofce expenses and tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment,
mine properties, and exploration and evaluation assets.
3.17
68
FRS 115 establishes a comprehensive framework for determining whether, how much and when
revenue is recognised. It also introduces new cost guidance which requires certain costs of obtaining
and fullling contracts to be recognised as separate assets when specied criteria are met. When
effective, FRS 115 replaces existing revenue recognition guidance, including FRS 18 Revenue, FRS 11
Construction Contracts, INT FRS 113 Customer Loyalty Programmes, INT FRS 115 Agreements for the
Construction of Real Estate, INT FRS 118 Transfers of Assets from Customers and INT FRS 31 Revenue
Barter Transactions Involving Advertising Services.
FRS 109 replaces most of the existing guidance in FRS 39 Financial Instruments: Recognition and
Measurement. It includes revised guidance on classication and measurement of nancial instruments, a
new expected credit loss model for calculating impairment on nancial assets, and new general hedge
accounting requirements.
3.17
At 1 January
Expenditure incurred during the year
Expenditure transferred to mine properties
Written off
At 31 December
2015
US$
2014
US$
4,990,395
1,541,698
(4,447,133)
2,084,960
3,990,897
2,729,217
(1,663,234)
(66,485)
4,990,395
The term of exploration licence in the specic area of interest has expired during the reporting period or
will expire in the near future, and is not expected to be renewed;
Substantive expenditure on further exploration for and evaluation of mineral resources in the specic
area are not budgeted nor planned;
Exploration for and evaluation of mineral resources in the specic area have not led to the discovery
of commercially viable quantities of mineral resources and the decision was made to discontinue such
activities in the specied area; or
Sufcient data exist to indicate that, although a development in the specic area is likely to proceed, the
carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful
development or by sale.
Where a potential impairment is indicated, an assessment is performed for each CGU which is no larger than
the area of interest. The Group performs impairment testing in accordance with the Groups accounting policy
for impairment {note 3.8(ii)}.
69
Mine properties
Group
Cost
At 1 January 2014
Additions
Expenditure transferred from exploration and
evaluation assets
At 31 December 2014
Additions
Expenditure transferred from exploration and
evaluation assets
Reclassication
At 31 December 2015
Mining
rights
US$
Mine design in
progress
US$
Producing
mines
US$
Total
US$
496,801
184,000
5,927,285
295,329
6,608,086
295,329
496,801
184,000
1,663,234
7,885,848
328,164
1,663,234
8,566,649
328,164
496,801
(184,000)
4,447,133
184,000
12,845,145
4,447,133
13,341,946
Accumulated amortisation
At 1 January 2014
Amortisation charge for the year
At 31 December 2014
Amortisation charge for the year
At 31 December 2015
281,520
49,680
331,200
49,680
380,880
747,281
970,774
1,718,055
1,625,887
3,343,942
1,028,801
1,020,454
2,049,255
1,675,567
3,724,822
Carrying amounts
At 1 January 2014
At 31 December 2014
At 31 December 2015
215,281
165,601
115,921
184,000
184,000
5,180,004
6,167,793
9,501,203
5,579,285
6,517,394
9,617,124
The carrying amount of the mining rights represents the gold exploration and mining rights for the Sokor gold
eld project located in the District of Tanah Merah, Kelantan, Malaysia for a period of 10 years from 8 April
2008.
Mine design in progress is not amortised until the contractor completes the mine design at the mine site.
Impairment of mine properties
The Group has substantial investments in mine properties for its mining operations in Malaysia. Management
has identied the Groups mine properties as a single cash-generating unit (CGU).
Impairment loss is recognised when events and circumstances indicate that the Groups mine properties may
be impaired and the carrying amounts of mine properties exceed their recoverable amounts.
70
Production volumes
Discount rates
Gold prices
Operating costs
The Group generally estimates value in use using a discounted cash ow model. The future cash ows are
adjusted for risks specic to mine properties and discounted using a pre-tax discount rate of 21.72% (2014:
21.55%). Management also believes that currently there is no reasonably possible change in the production
volumes, discount rates, estimated future gold prices and future operating costs which would reduce the
Groups excess of recoverable amount over the carrying amounts of the CGU to zero.
Based on the assessment, management determined that no impairment to the mine properties is considered
necessary as at 31 December 2015.
Amortisation
The carrying amount of the mining rights and mine design are amortised on a straight-line basis over the
remaining useful life of the mining rights. For mine development costs recorded under Producing mines, the
carrying amount is amortised based on units-of-production basis over the economically recoverable reserves of
the mine concerned.
Management reviews and revises the estimates of the recoverable reserve of the mine and, remaining useful
life and residual values of mine properties at the end of each nancial year. Any changes in estimates of the
recoverable reserve of the mine and, the useful life and residual values of the mine properties would impact the
amortisation charges and consequently affect the Groups results.
71
Group
Cost
At 1 January 2014
Additions
Disposals/Written off
Reclassication
At 31 December 2014
Additions
Disposals/Written off
Reclassication
At 31 December 2015
Fixtures
and
fittings
US$
Motor
vehicles
US$
Construction
work in
progress
US$
Buildings
US$
Plant and
equipment
US$
3,059,997
15,069
1,249,371
4,324,437
101,859
(37,708)
1,543,620
5,932,208
3,946,634
1,130,139
(122,729)
753,738
5,707,782
924,964
(13,571)
320,495
6,939,670
212,890
19,512
232,402
12,231
(1,941)
242,692
884,923
720,856
(13,472)
2,354
1,594,661
51,434
(16,735)
1,629,360
597,965
2,374,005
204,696
448,872
3,625,538
352,134
(8,233)
792,773
2,138,929
(117,325)
5,647,142
2,502,407
(66,796)
8,082,753
Accumulated depreciation
and impairment losses
At 1 January 2014
Depreciation charge for
the year
Disposals/Written off
At 31 December 2014
Depreciation charge for
the year
Disposals/Written off
At 31 December 2015
621,302
1,219,267
1,154,832
(109,092)
3,419,745
10,661
215,357
830,350
(34,992)
2,014,625
1,258,971
(13,128)
4,665,588
9,734
(1,941)
223,150
403,352
(16,735)
1,179,390
Carrying amounts
At 1 January 2014
At 31 December 2014
At 31 December 2015
2,462,032
3,105,170
3,917,583
1,572,629
2,288,037
2,274,082
8,194
17,045
19,542
436,051
801,888
449,970
Total
US$
1,740,408
9,844,852
1,621,473
3,507,049
(136,201)
(2,005,463)
1,356,418 13,215,700
2,009,952
3,100,440
(69,955)
(1,864,115)
1,502,255 16,246,185
1,740,408
1,356,418
1,502,255
6,219,314
7,568,558
8,163,432
72
20
2015
US$
2014
US$
2,502,407
2,138,929
(192,013)
2,310,394
(108,483)
2,030,446
Fixtures
and fittings
US$
Company
Cost
At 1 January 2014
Additions
At 31 December 2014
Additions
Written off
At 31 December 2015
8,670
5,089
13,759
6,849
(3,134)
17,474
147,029
18,168
165,197
6,880
172,077
155,316
155,316
155,316
155,699
178,573
334,272
13,729
(3,134)
344,867
3,249
3,988
7,237
4,329
(2,691)
8,875
142,335
7,475
149,810
7,628
157,438
17,258
17,258
51,771
69,029
145,584
28,721
174,305
63,728
(2,691)
235,342
5,421
6,522
8,599
4,694
15,387
14,639
138,058
86,287
10,115
159,967
109,525
Carrying amounts
At 1 January 2014
At 31 December 2014
At 31 December 2015
Motor
vehicles
US$
Total
US$
Interests in subsidiaries
Company
2015
US$
2014
US$
8,495,303
(188,716)
8,306,587
8,233,503
(188,716)
8,044,787
73
At 1 January
Impairment loss recognised
At 31 December
2015
US$
2014
US$
188,716
188,716
31,467
157,249
188,716
Company name
Principal activities
Principal place
of business/
Country of
incorporation
Investment holding
company
Hong Kong
SAR
100
100
Malaysia
81
81
Investment holding
company
Currently dormant
Malaysia
100
100
Investment holding
company
Currently dormant
Malaysia
100
100
Malaysia
100
Malaysia
80
80
Malaysia
80
80
Held by CNMC HK
MCS Mining Group Sdn. Bhd.
(MCS Mining)
2,3
74
Effective equity
held by the Group
2015
2014
%
%
Audited by Allen Kong & Co. (Certied Public Accountants, Hong Kong SAR).
CNMC HK is the registered holder of 87.5% interest in MCS Mining. CNMC HK has an arrangement with the Kelantan
State Government to hold 7.5% interest in MCS Mining for the Kelantan State Government, and such interest will be
transferred from CNMC HK in due course. Accordingly, the effective equity held by Group in MCS Mining is 80% (2014:
80%) as at 31 December 2015.
Inventories
Group
2015
US$
Work in progress/Stockpile
Consumables
2014
US$
657,993
210,807
868,800
390,437
411,771
802,208
In 2015, work in progress, stockpile and consumables recognised as an expense in prot or loss amounted to
US$12,548,808 (2014: US$11,080,243).
Company
2014
US$
2015
US$
2014
US$
101,247
693,082
31,017
192,908
382,088
6,533,396
1,879,763
38,269
17,701
825,346
6,750
832,096
574,996
37,761
612,757
8,469,129
8,469,129
3,816,558
2,810,098
12,973
17,839
6,657,468
31,011
6,688,479
The outstanding trade receivables are not past due as at 31 December 2015. Based on historical trend, the
Group believes that no impairment allowance is necessary in respect of outstanding trade receivables not past
due.
The non-trade amounts due from subsidiaries are unsecured and repayable on demand. Interest is charged at
8.0% (2014: 8.0%) per annum.
The Group and the Companys exposure to credit and currency risks are disclosed in note 30.
10
Company
2015
US$
2014
US$
2015
US$
2014
US$
5,993,116
16,141,423
4,372,231
7,967,483
175,513
727,356
1,256,408
767,381
22,134,539
12,339,714
902,869
2,023,789
75
11
Share capital
Group and Company
2015
2014
Number of
Number of
shares
shares
Issued and fully-paid ordinary shares with no par value:
At 1 January and 31 December
407,693,000
407,693,000
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled
to one vote per share at meetings of the Company. All shares rank equally with regard to the Companys
residual assets.
Performance shares
The Company has a performance share plan known as the CNMC Performance Share Plan (the PSP)
which was approved at an extraordinary general meeting of the shareholders of the Company on 14 October
2011. The PSP was subsequently amended and approved by insertion of a new Rule 5.8 at the Companys
extraordinary general meeting held on 27 April 2012.
The PSP is administered by an awards committee comprising Mr Tan Poh Chye Allan, Mr Kuan Cheng Tuck and
Ms Gan Siew Lian. The PSP grants a participant the right to receive fully paid shares free of charge, upon the
participant achieving prescribed performance targets. Employees of the Group, employees of an associated
company, directors and employees of the Companys parent company and its subsidiaries, and controlling
shareholders and their associates are eligible to participate in the PSP.
The total number of new shares which may be issued pursuant to awards granted under the PSP, when added
to (i) the number of new shares issued and issuable in respect of all awards granted thereunder; and (ii) any
other share incentive schemes adopted by the Company for the time being in force, shall not exceed 15% of
the share capital of the Company on the day preceding the relevant date of award. The aggregate number of
shares available under the PSP shall not exceed 15% of the total issued share capital of the Company from time
to time.
As at the end of the nancial year, no awards of shares have been granted under the PSP to controlling
shareholders or their associates and no participants have received shares which in aggregate represent 5% or
more of the total number of shares available under the PSP.
Capital management
The Boards policy is to maintain a strong capital base so as to maintain investor, creditor and market
condence and to sustain future development of the business. Capital consists of share capital, reserves and
non-controlling interests of the Group.
The Board closely monitors the cash ow forecasts and working capital requirements of the Group to ensure
that there are sufcient nancial resources available to meet the needs of the business. There were no changes
in the Groups approach to capital management during the nancial years ended 31 December 2014 and 2015.
The Company and its subsidiaries are not subject to externally imposed capital requirements.
12
Treasury shares
Group and Company
2015
No. of shares
At 1 January
Purchase of treasury shares
At 31 December
76
(400,000)
(400,000)
US$
(75,092)
(75,092)
2014
No. of shares
US$
12
13
Reserves
Group
Capital reserve
Translation reserve
2015
US$
2014
US$
2,824,635
(60,624)
2,764,011
2,824,635
(15,899)
2,808,736
Capital reserve
Pursuant to the share swap agreement dated 14 October 2011, the Company has acquired the entire issued
share capital of CNMC Goldmine Limited (CNMC HK) comprising 14,004,524 ordinary shares in the capital of
CNMC HK, for an aggregate consideration of approximately US$7,856,177 (the Restructuring Exercise).
The purchase consideration of US$7,856,177 was arrived at after taking into consideration the net asset value
of CNMC HK as at 14 October 2011. This was fully satised by the allotment of 374,999,999 new shares in the
capital of the Company on 14 October 2011.
Upon completion of the Restructuring Exercise, the Company became the immediate and ultimate holding
company of CNMC HK and its subsidiaries.
The capital reserve as presented in the Groups consolidated nancial statements represents the difference
between the cost of acquisition for the restructuring exercise as described above and the amount of paid up
capital of CNMC HK at the date of acquisition.
Translation reserve
The translation reserve comprises foreign exchange differences arising from the translation of the nancial
statements of foreign operations whose functional currencies are different from the functional currency of the
Company.
14
Non-controlling interests
The following subsidiary has material non-controlling interests (NCI).
Company name
Principal place of
business/
Country of incorporation
Operating
segment
Malaysia
Gold mining
Ownership interests
held by non-controlling
interests
2015
2014
%
%
19
19
77
14
CMNM
Mining
US$
Group
2015
Revenue
Prot and total comprehensive income for the year
Attributable to NCI:
- Prot for the year
- Other comprehensive income for the year
- Total comprehensive income for the year
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Net assets attributable to NCI
Cash ows generated from operating activities
Cash ows used in investing activities
Cash ows used in nancing activities
(dividends to NCI: US$752,686)
Net increase in cash and cash equivalents
2014
Revenue
Prot and total comprehensive income for the year
Attributable to NCI:
- Prot for the year
- Other comprehensive income for the year
- Total comprehensive income for the year
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Net assets attributable to NCI
Cash ows generated from operating activities
Cash ows used in investing activities
Cash ows used in nancing activities
(dividends to NCI: US$447,782)
Net increase in cash and cash equivalents
78
Other
individually
immaterial
subsidiaries
US$
Total
US$
36,470,636
14,531,106
2,760,910
2,760,910
1,576
(8,740)
(7,164)
2,762,486
(8,740)
2,753,746
23,460
4,551,057
1,622
(2,959)
(1,337)
3,077,029
(2,959)
3,074,070
30,624
2,652,568
19,771,268
23,111,942
(1,350,078)
(18,578,035)
22,955,097
4,527,597
22,009,577
(4,132,749)
(4,042,161)
13,834,667
33,213,371
16,186,353
3,075,407
3,075,407
18,931,657
12,278,091
(717,780)
(17,566,627)
12,925,341
2,621,944
15,766,542
(5,015,258)
(2,442,178)
8,309,106
15
2014
US$
Non-current
Finance lease liabilities
100,429
175,594
Current
Finance lease liabilities
Total loans and borrowings
42,613
143,042
73,033
248,627
Currency
Nominal
interest rate
%
Year of
maturity
Face
value
US$
Carrying
amount
US$
Group
At 31 December 2015
Finance lease liabilities
Ringgit Malaysia
2.4 to 3.0
2016 to 2019
155,302
143,042
At 31 December 2014
Finance lease liabilities
Ringgit Malaysia
2.4 to 4.5
2015 to 2019
274,092
248,627
At 31 December 2014
Within 1 year
After 1 year but within 5 years
Interest
US$
Principal
US$
48,711
106,591
155,302
6,098
6,162
12,260
42,613
100,429
143,042
83,448
190,644
274,092
10,415
15,050
25,465
73,033
175,594
248,627
79
16
Represented by:
Deferred tax assets
Deferred tax liabilities
Company
2014
US$
2015
US$
2014
US$
(1,251,776)
2,127
(1,249,649)
(542,186)
(542,186)
(1,249,649)
(1,249,649)
(542,186)
(542,186)
At
1 January
2014
US$
Group
Property, plant and equipment
and mine properties
Unutilised tax losses carried
forward
Unutilised capital allowances
carried forward
Taxable temporary differences
Deferred tax liabilities
Company
Property, plant and equipment
and mine properties
Unutilised tax losses carried
forward
Unutilised capital allowances
carried forward
Taxable temporary differences
Deferred tax assets
Recognised in
Recognised in
profit
At
profit
At
or loss
31 December
or loss
31 December
(note 23)
2014
(note 23)
2015
US$
US$
US$
US$
(323,487)
(218,699)
345,026
(345,026)
6,943
(152,934)
(124,452)
(6,943)
152,934
(417,734)
(542,186)
(542,186)
(709,590)
2,127
(707,463)
(1,251,776)
2,127
(1,249,649)
8,426
(8,426)
345,026
(345,026)
6,943
(152,934)
207,461
(6,943)
152,934
(207,461)
The unutilised tax losses do not expire under current tax legislation. The tax losses are subject to agreement
by the tax authorities and compliance with tax regulations in the respective countries in which the entities of the
Group operate.
80
17
2014
US$
326,635
289,990
Included in the accrued rehabilitation costs is an amount of US$307,677 (2014: US$295,329) which are
capitalised to mine properties during the year.
In accordance with Section 129 of the Mineral Enactment (Malaysia) Act 2001, the accrued rehabilitation costs
is based on 1% of the gross sales value of all minerals extracted during a calendar year or an agreed annual
fee, whichever is higher. In this connection, management accrued 1% of the gross sales value of all minerals
extracted during a calendar year as rehabilitation costs.
The payment for the restoration costs is to be made to a rehabilitation fund which is to be administered by the
relevant authorities in Kelantan, Malaysia, in accordance with Section 129 of the Mineral Enactment (Malaysia)
Act 2001. Up to 31 December 2015, the Group has paid US$528,376 (2014: US$323,181) to the authority.
The accrued rehabilitation costs approximates rehabilitation provision, which represents the present value
of rehabilitation costs relating to the mine site, which are expected to be incurred up to 2018. This provision
has been created based on the Groups internal estimates. Assumptions, based on the current economic
environment, have been made which management believes are a reasonable basis upon which to estimate
the future liability. These estimates are reviewed regularly to take into account any material changes to
the assumptions. However, actual rehabilitation costs will ultimately depend upon future market prices
for the necessary decommissioning works required which will reect market conditions at the relevant
time. Furthermore, the timing of rehabilitation is likely to depend on when the mine ceases to produce at
economically viable rates. This, in turn, will depend upon future gold prices, which are inherently uncertain.
As at 2 March 2016, management believes that there are no further obligations in respect to the accrued
rehabilitation costs.
18
Trade payables
Other payables
Amount due to a subsidiary (non-trade)
Amounts due to contractors
Accrued operating expenses
Remuneration and fees payable to
key management
Company
2015
US$
2014
US$
2015
US$
2014
US$
639,476
799
912,475
1,436,813
375,999
1,015
1,447,316
1,304,759
13,041
421,610
104,642
51,593
188,610
126,992
9,300
2,998,863
27,441
3,156,530
539,293
17,053
384,248
The non-trade amount due to a subsidiary are unsecured, interest-free and repayable on demand.
The Group and the Companys exposure to liquidity and market risks related to trade and other payables are
disclosed in note 30.
81
19
Other income
Group
2015
US$
Gain on disposal on property, plant and equipment
Others
20
2014
US$
8,030
142,371
80,266
16,903
150,401
97,169
21
Note
2015
US$
2014
US$
5
6
1,675,567
2,310,394
3,985,961
1,020,454
2,030,446
3,050,900
Other expenses
Group
22
2015
US$
2014
US$
3,056,488
3,159
1,116
3,060,763
88,305
66,485
16,387
844,996
6,074
1,022,247
82
472,877
(9,967)
(9,967)
462,910
2014
US$
71,541
(10,513)
(3,711)
(21,676)
(35,900)
35,641
23
Tax expense/(credit)
Group
Note
2015
US$
2014
US$
300,711
1,399
302,110
310,056
(1,216,360)
(906,304)
663,557
43,906
707,463
1,009,573
284,120
133,614
417,734
(488,570)
The Groups operations are mainly in Malaysia. The tax expense on the prot differs from the amount that would
arise using Malaysian income tax rates is explained below:
Group
2015
US$
2014
US$
13,428,883
1,009,573
14,438,456
15,320,133
(488,570)
14,831,563
3,609,614
78,257
(4,153,422)
769,567
(52,069)
3,707,891
36,404
(3,530,327)
(11,081)
129,198
4,233
1,399
43,906
298,303
414,945
(927)
1,009,573
(1,216,360)
133,614
285,510
(27,652)
(488,570)
In 2014, CMNM Mining Group Sdn. Bhd. obtained the Pioneer Status Incentive granted by Malaysian
Investment Development Authority which entitles the Sokor gold eld project to 100% income tax exemption on
statutory income for a period of ve years from 1 July 2013 to 30 June 2018. As a result of the Pioneer Status
Incentive, there was an overprovision of income tax expense of US$1,216,360 in respect of the year ended 31
December 2013 recognised in the consolidated statement of prot or loss for the year ended 31 December
2014. The overprovision was due to the income tax expense for the year ended 31 December 2013 being
previously computed on the basis that there was no tax exemption.
As at 31 December 2015, the current tax payable and net deferred tax liabilities are US$20,246 (2014:
US$20,544) and US$1,249,649 (2014: US$542,186) respectively.
83
24
25
2014
US$
117,895
18,145
140,798
21,337
23,317
44,276
14,578
48,852
2015
US$
2014
US$
10,666,397
10,666,397
12,243,104
21,676
12,264,780
The Groups weighted average number of ordinary shares (diluted) is calculated as follows:
Group
2015
2014
No. of shares No. of shares
Issued number of ordinary shares
Effect of conversion of convertible loan
Effect of own shares held
Weighted average number of ordinary shares (diluted)during the year
84
407,693,000
(199,324)
407,493,676
407,693,000
938,979
408,631,979
26
Dividends
The following exempt (one-tier) dividends were declared, and paid and payable by the Group and Company:
For the year ended 31 December
1,158,409
324,605
534,157
491,800
518,907
2,211,473
469,051
1,285,456
Group
2015
US$
2014
US$
233,330
177,327
220,590
260,005
401,337
855,257
309,216
746,548
After the respective reporting dates, the following exempt (one-tier) dividends were proposed by the directors.
These exempt (one-tier) dividends have not been provided for.
Group and Company
2015
2014
US$
US$
Payable by the Company to owners of the Company
- Final dividends for the year ended 2015: S$0.00180 (equivalent to US$0.00127)
(2014: S$0.0015 (equivalent to US$0.0011952) per ordinary share
- Special dividends for the year ended 2015: S$0.00405 (equivalent to
US$0.00286) (2014: S$0.00225 (equivalent to US$0.0017928)) per ordinary
share
518,541
487,275
1,166,717
1,685,258
730,912
1,218,187
85
27
Operating segments
Business segments
The Group has one reportable segment as described below. For the reportable segment, the Groups executive
directors review internal management reports on at least a quarterly basis. The following summary describes
the operations in the Groups reportable segment:
Gold mining: Exploration, development, mining and marketing of gold.
Other operations include investment holding company and provision of corporate services.
Information regarding the results of the reportable segment is included below. Performance is measured
based on segment prot before tax, as included in the internal management reports that are reviewed by the
Groups executive directors. Segment prot is used to measure performance as management believes that
such information is the most relevant in evaluating the results of certain segments relative to other entities that
operate within these industries. Inter-segment pricing is determined on an arms length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Unallocated items mainly comprise tax assets and liabilities and corporate
revenue, assets, expenses and liabilities.
Information about reportable segments
Gold mining
US$
Group
31 December 2015
Total revenue from external customers
Interest income
Management fee
Interest expense
Amortisation and depreciation
Reportable segment prot before tax
Reportable segment assets
Capital expenditure*
Reportable segment liabilities
86
Other
operations
US$
Inter-segment
eliminations
US$
Total
US$
36,470,636
479,204
(653,309)
(3,922,234)
15,220,696
637,015
2,356,477
(63,727)
2,912,863
(643,342)
(2,356,477)
643,342
(3,695,103)
36,470,636
472,877
(9,967)
(3,985,961)
14,438,456
43,360,676
4,956,573
(18,683,244)
24,793,165
13,729
(1,708,660)
(24,452,890)
15,986,318
43,700,951
4,970,302
(4,405,586)
27
Gold mining
US$
Group
31 December 2014
Total revenue from external customers
Interest income
Management fee
Interest expense
Amortisation and depreciation
Reportable segment prot before tax
Reportable segment assets
Capital expenditure*
Reportable segment liabilities
*
Other
operations
US$
Inter-segment
eliminations
US$
Total
US$
33,213,371
89,457
(786,330)
(3,021,903)
15,214,725
757,901
2,099,722
(25,387)
(28,997)
2,461,242
(775,817)
(2,099,722)
775,817
(2,844,404)
33,213,371
71,541
(35,900)
(3,050,900)
14,831,563
31,508,923
6,353,022
(17,756,764)
26,404,754
178,573
(3,646,845)
(25,082,651)
16,926,889
32,831,026
6,531,595
(4,476,720)
Capital expenditure consists of additions of property, plant and equipment, mine properties and, exploration and
evaluation assets.
2014
US$
Assets
Total assets for reportable segments
Unallocated assets
43,700,951
32,831,026
43,700,951
32,831,026
(4,405,586)
(1,249,649)
(5,655,235)
(4,476,720)
(542,186)
(5,018,906)
Geographical segments
The operations of the Group are principally located in Malaysia.
Major customer
There is one (2014: one) major customer which accounts for 99% (2014: 98%) of the Groups revenue.
87
28
Commitments
(i)
Capital commitments
As at the respective reporting dates, the Group entered into contracts for:
Group
2015
US$
Exploration and evaluation assets, and mine properties
Property, plant and equipment
(ii)
2014
US$
168,868
69,426
5,286,303
55,953
29
2014
US$
104,306
83,874
188,180
93,293
4,489
97,782
Related parties
(a)
2015
US$
2014
US$
2,301,445
66,913
122,814
2,491,172
1,893,975
63,454
90,172
2,047,601
88
30
credit risk
liquidity risk
market risk
This note presents information about the Groups exposure to each of the above risks, the Groups objectives,
policies and processes for measuring and managing risk.
Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Groups risk
management framework.
The Groups risk management policies are established to identify and analyse the risks faced by the Group, to
set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies
and systems are reviewed regularly to reect changes in market conditions and the Groups activities. The
Group, through its training and management standards and procedures, aims to develop a disciplined and
constructive control environment in which all employees understand their roles and obligations.
The Audit Committee oversees how management monitors compliance with the Groups risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks
faced by the Group. The Audit Committee is assisted in its oversight role by Internal Audit. Internal Audit
undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which
are reported to the Audit Committee.
Credit risk
As the Group does not hold any collateral, the maximum exposure to credit risk for each class of nancial
instruments is the carrying amount of that class of nancial instruments presented on the consolidated
statement of nancial position.
Cash and cash equivalents are placed with banks which are regulated.
Liquidity risk
Liquidity risk is the risk that the Group does not have sufcient nancial resources to meet its obligations when
they fall due, or will have to do so at excessive cost. The risk can arise from mismatches in the timing of cash
ows. Funding risk arises when the necessary liquidity to fund illiquid asset positions cannot be obtained at the
expected terms and when required.
89
30
Carrying
amount
US$
Group
At 31 December 2015
Non-derivative financial liabilities
Loans and borrowings
Trade and other payables
Dividends payable
At 31 December 2014
Non-derivative financial liabilities
Loans and borrowings
Trade and other payables
Dividends payable
Company
At 31 December 2015
Non-derivative financial liabilities
Trade and other payables
Dividends payable
At 31 December 2014
Non-derivative financial liabilities
Trade and other payables
Dividends payable
90
Contractual
cash
flows
US$
Within
1 year
US$
Within
1 to 5 years
US$
More than
5 years
US$
143,042
2,998,863
916,800
4,058,705
(155,302)
(2,998,863)
(916,800)
(4,070,965)
(48,711)
(2,998,863)
(916,800)
(3,964,374)
(106,591)
(106,591)
248,627
3,156,530
761,029
4,166,186
(274,092)
(3,156,530)
(761,029)
(4,191,651)
(83,448)
(3,156,530)
(761,029)
(4,001,007)
(190,644)
(190,644)
539,293
518,541
1,057,834
(539,293)
(518,541)
(1,057,834)
(539,293)
(518,541)
(1,057,834)
384,248
462,263
846,511
(384,248)
(462,263)
(846,511)
(384,248)
(462,263)
(846,511)
30
91
30
MYR
US$
Total
US$
10,546
691,880
(738,894)
(36,468)
55,970
1,451,825
(125,371)
1,382,424
758,830
19,990,834
(143,042)
(2,134,598)
18,472,024
825,346
22,134,539
(143,042)
(2,998,863)
19,817,980
36,468
1,382,424
1,107
18,473,131
37,575
19,855,555
(138,242)
(1,847,313)
(1,985,555)
At 31 December 2014
Loans and receivables
Cash and cash equivalents
Loans and borrowings
Trade and other payables
Net nancial assets
43,407
3,187
(21,920)
24,674
30,812
2,075,693
(195,638)
1,910,867
500,777
10,260,834
(248,627)
(2,938,972)
7,574,012
574,996
12,339,714
(248,627)
(3,156,530)
9,509,553
(24,674)
1,910,867
2,313
7,576,325
(22,361)
9,487,192
Sensitivity analysis
Company
At 31 December 2015
Loans and receivables
Cash and cash equivalents
Trade and other payables
Net nancial assets
Less: Net nancial assets denominated in the
respective entities functional currencies
Net currency exposure
Sensitivity analysis
92
SGD
US$
(191,087)
(757,632)
(948,719)
5,352,656
2,359
(421,610)
4,933,405
1,418,632
900,510
(117,683)
2,201,459
1,697,841
1,697,841
8,469,129
902,869
(539,293)
8,832,705
(4,933,405)
2,201,459
1,697,841
(4,933,405)
3,899,300
(220,146)
(169,784)
(389,930)
30
Company
At 31 December 2014
Loans and receivables
Cash and cash equivalents
Trade and other payables
Net nancial assets
Less: Net nancial assets denominated in the
respective entities functional currencies
Net currency exposure
Sensitivity analysis
USD
US$
SGD
US$
MYR
US$
Total
US$
1,816,967
2,359
(188,610)
1,630,716
3,584,859
2,021,430
(195,638)
5,410,651
1,255,642
1,255,642
6,657,468
2,023,789
(384,248)
8,297,009
(1,630,716)
5,410,651
1,255,642
(1,630,716)
6,666,293
(541,065)
(125,564)
(666,629)
A 10% strengthening of USD against the SGD and MYR at the respective reporting dates would increase/
(decrease) equity and increase/(decrease) retained earnings by the amounts shown above. This analysis
assumes that all other variables, in particular interest rates, remain constant.
A 10% weakening of USD against the SGD and MYR would have had the equal but opposite effect to the
amounts shown above, on the basis that all other variables remain constant.
Estimation of fair values
The following summarises the signicant methods and assumptions used in estimating the fair values of
nancial instruments of the Group.
Non-derivative financial liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash ows, discounted at the market rate of interest at the reporting date.
Other financial assets and liabilities
The carrying amounts of nancial assets and liabilities with a maturity of less than one year (including trade
and other receivables, cash and cash equivalents, loans and borrowings, and trade and other payables) are
assumed to approximate their fair values because of the short period to maturity.
93
30
At 31 December 2014
Financial assets not measured
at fair value
Trade and other receivables*
Cash and cash equivalents
94
9
10
15
18
9
10
15
18
825,346
22,134,539
22,959,885
Level 1
US$
Level 2
US$
Level 3
US$
Total
US$
825,346
22,134,539
22,959,885
(143,042) (143,042)
(2,998,863) (2,998,863)
(916,800) (916,800)
(4,058,705) (4,058,705)
574,996
12,339,714
12,914,710
Fair value
(146,644)
(146,644)
(256,677)
(256,677)
574,996
12,339,714
12,914,710
(248,627) (248,627)
(3,156,530) (3,156,530)
(761,029) (761,029)
(4,166,186) (4,166,186)
30
At 31 December 2014
Financial assets not measured
at fair value
Trade and other receivables*
Cash and cash equivalents
9
10
18
8,469,129
902,869
9,371,998
Fair value
Level 1
US$
Level 2
US$
Level 3
US$
Total
US$
8,469,129
902,869
9,371,998
(539,293) (539,293)
(518,541) (518,541)
(1,057,834) (1,057,834)
9
10
6,657,468
2,023,789
8,681,257
6,657,468
2,023,789
8,681,257
18
(384,248)
(462,263)
(846,511)
(384,248)
(462,263)
(846,511)
Excluded prepaid expenses of US$6,750 (2014: US$37,761) and US$Nil (2014: US$31,011) for the Group and the
Company respectively.
95
J_1944
Principal Authors:
Christine Standing MAusIMM, MAIG
Michael Leak MAusIMM (CP)
Principal Reviewers:
Ian Glacken FAusIMM (CP), FAIG, CEng
Andrew Law FAusIMM (CP)
March 2016
96
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Perth Office
Level 1, 16 Ord Street
West Perth WA 6005
PO Box 1646
West Perth WA 6872
Australia
Doc Ref:
Tel:
Fax:
160331_J1944_Sokor_MRandOR_Dec2015_Final.docx
Print Date: 31 March 2016
ABN:
Number of copies:
Optiro: 1
CNMC Goldmine Holdings Limited: 1
Principal Authors:
Signature:
Date:
31 March 2016
Contributors:
Principal Reviewers:
Signature:
31 March 2016
Important Information:
This Report is provided in accordance with the proposal by Optiro Pty Ltd (Optiro) to CNMC Goldmine Holdings Limited
and the terms of Optiros Consulting Services Agreement (the Agreement). Optiro has consented to the use and
publication of this Report by CNMC Goldmine Holdings Limited for the purposes set out in Optiros proposal and in
accordance with the Agreement. CNMC Goldmine Holdings Limited may reproduce copies of this entire Report only for
those purposes but may not and must not allow any other person to publish, copy or reproduce this Report in whole or in
part without Optiros prior written consent.
Unless Optiro has provided its written consent to the publication of this Report by CNMC Goldmine Holdings Limited for
the purposes of a transaction, disclosure document or a product disclosure statement issued by CNMC Goldmine Holdings
Limited pursuant to the Corporations Act, then Optiro accepts no responsibility to any other person for the whole or any
part of this Report and accepts no liability for any damage, however caused, arising out of the reliance on or use of this
Report by any person other than CNMC Goldmine Holdings Limited. While Optiro has used its reasonable endeavours to
verify the accuracy and completeness of information provided to it by CNMC Goldmine Holdings Limited and on which it
has relied in compiling the Report, it cannot provide any warranty as to the accuracy or completeness of such information
to any person.
P a g e | ii
97
31 March 2016
Dear Sirs
98
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Neither the whole nor any part of this report or any reference thereto may be included in, or with, or
attached to any document or used for any purpose without Optiros written consent as to the form
and context in which it appears.
The Mineral Resource estimate has been prepared by Mrs Christine Standing and reviewed by Mr Ian
Glacken. Mr Glacken, Director of Optiro and Fellow of the Australasian Institute of Mining and
Metallurgy, and Mrs Standing, Principal of Optiro and Member of the Australasian Institute of Mining
and Metallurgy, fulfil the requirements of competent persons as defined in the JORC Code (2012) and
accept responsibility for the qualified persons report and the JORC Code (2012) categorisation of the
Mineral Resource estimate as tabulated in the form and context in which it appears in this report.
The Ore Reserve Estimate has been compiled by Mr Michael Leak, Senior Consultant at Optiro and
Member of the Australasian Institute of Mining and Metallurgy, under the direction of Mr Andrew
Law, Director of Optiro and Fellow of the Australasian Institute of Mining and Metallurgy. Mr Andrew
Law fulfils the requirement of a competent person as defined in the JORC Code (2012) and accepts
responsibility for the qualified persons report and the JORC Code (2012) categorisations of the Ore
Reserve estimate as tabulated in the form and context in which they appear in this report.
Optiro has relied on the data, reports and information provided by CNMC; Optiro has nevertheless
made such enquiries and exercised its judgement as it deems necessary and has found no reason to
doubt the reliability of the data, reports and information which have been provided by CNMC.
Yours faithfully
OPTIRO
P age |2
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
TABLE OF CONTENTS
1.
1.1.
1.2.
1.3.
INTRODUCTION.....................................................................................................................6
MINERAL RESOURCE ESTIMATE ............................................................................................6
MINERAL RESOURCE AND ORE RESERVE TABULATION .........................................................7
2.
INTRODUCTION .......................................................................................... 9
2.1.
2.2.
3.
3.1.
3.2.
4.
4.1.
5.
5.1.
5.2.
5.2.1.
5.2.2.
5.2.3.
5.2.4.
6.
6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
6.7.
DRILLING ............................................................................................................................. 17
SURVEY DATA ..................................................................................................................... 18
LOGGING, SAMPLING AND SAMPLE PREPARATION ............................................................ 18
SAMPLE SECURITY............................................................................................................... 18
ASSAYING ........................................................................................................................... 19
QUALITY ASSURANCE/QUALITY CONTROL .......................................................................... 19
BULK DENSITY ..................................................................................................................... 19
7.
7.1.
7.1.1.
7.1.2.
PROCESSING ....................................................................................................................... 19
METALLURGICAL TESTWORK .................................................................................................... 20
PLANT DESIGN .................................................................................................................. ........ 20
8.
MINING .................................................................................................... 21
8.1.
8.2.
8.2.1.
8.2.2.
8.2.3.
8.2.4.
8.2.5.
8.3.
8.3.1.
8.3.2.
8.4.
8.4.1.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
8.4.2.
8.5.
8.5.1.
8.5.2.
8.5.3.
SCHEDULE OUTPUTS................................................................................................................. 24
MINING OPERATIONS ......................................................................................................... 25
MINING METHODS ................................................................................................................... 25
WORKFORCE ..................................................................................................................... ........ 25
MINING FLEET........................................................................................................................... 25
9.
9.1.
9.1.1.
9.1.2.
9.1.3.
9.1.4.
9.1.5.
9.2.
9.2.1.
9.2.2.
9.2.3.
9.2.4.
9.3.
10.
10.1.
10.1.1.
10.2.
10.3.
10.3.1.
10.3.2.
10.3.3.
10.3.4.
10.3.5.
10.3.6.
10.3.7.
10.3.8.
10.3.9.
INFRASTRUCTURE ............................................................................................................... 37
POWER AND WATER SUPPLY.................................................................................................... 37
MINE SITE FACILITIES .......................................................................................................... 37
ENVIRONMENTAL AND COMMUNITY ISSUES ...................................................................... 37
ENVIRONMENTAL IMPACT ASSESSMENT ................................................................................. 38
ENVIRONMENTAL PROTECTION AND MITIGATION MEASURES ............................................... 38
AIR QUALITY AND NOISE .......................................................................................................... 39
SURFACE HYDROLOGY .............................................................................................................. 39
WATER MANAGEMENT ............................................................................................................ 39
TAILINGS MANAGEMENT ......................................................................................................... 40
ENVIRONMENTAL MONITORING .............................................................................................. 40
REHABILITATION ....................................................................................................................... 40
SOCIAL ISSUES .......................................................................................................................... 41
11.
11.1.
11.2.
11.3.
12.
13.
14.
REFERENCES ............................................................................................. 44
15.
GLOSSARY ................................................................................................ 45
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
TABLES
Table 1.1
Table 1.2
Table 3.1
Table 4.1
Table 8.1
Table 8.2
Table 8.3
Table 9.1
Table 9.2
Table 9.3
Table 9.4
Table 9.5
Table 9.6
Table 9.7
Table 9.8
Table 9.9
Table 11.1
FIGURES
Figure 2.1
Figure 3.1
Figure 8.1
Figure 8.2
Figure 8.3
Figure 9.1
Figure 9.2
Figure 9.3
Figure 9.4
Figure 9.5
Figure 9.6
Figure 9.7
Figure 9.8
Figure 9.9
Sokor Project local geology and deposit location (BDA, 2011a) ............................................ 10
Sokor project area and location of Mining Licence and Exploration Licence (BDA,
2011a). ...................................................................................................................................... 13
Final pit design - Rixen .............................................................................................................. 23
Final pit design - New Discovery ............................................................................................... 23
Final pit design - Mansons Lode .............................................................................................. 23
Rixen Mineral Resource interpretation as at 2014 (green) and 2015 (magenta)
and drillholes (prior to 2015 green and 2015 red) ................................................................... 26
Mansons Lode Mineral Resource interpretation as at 2014 (green) and 2015
(magenta) and drillholes (prior to 2015 green and 2015 red) .................................................. 26
New Discovery Mineral Resource interpretation as at 2014 (green) and 2015
(magenta) and drillholes (prior to 2015 green and 2015 red) .................................................. 27
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for Rixen
(ore tonnes) .................................................................................................................. ............ 33
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for Rixen
(gold ounces) ................................................................................................................. ........... 33
Waterfall chart showing variance in 2013 and 2014 Ore Reserve estimate for
Mansons Lode (ore tonnes) .................................................................................................... . 34
Waterfall chart showing variance in 2013 and 2014 Ore Reserve estimate for
Mansons Lode (gold ounces) ................................................................................................... 35
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for New
Discovery (ore tonnes) ............................................................................................................. 36
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for New
Discovery (gold ounces) ............................................................................................................ 36
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
1. EXECUTIVE SUMMARY
1.1.
INTRODUCTION
The Sokor Project (the Project), located in Kelantan State in northern Peninsular Malaysia, is
currently owned 81% by CNMC Goldmine Holdings Limited (CNMC) through its subsidiary CMNM
Mining Group Sdn. Bhd. (CMNM). CMNM holds the rights to mine and produce gold, silver and base
metals from an area of approximately 10 km2 in the Ulu Sokor area in Kelantan. CNMC has defined
three deposits in the southern part of the project area (Mansons Lode, New Discovery and
Ketubong) and a fourth deposit (Rixen), approximately 3 km to the north of Ketubong. Additional
gold mineralisation has been intersected at New Found, to the south of New Discovery. Base metal
and silver mineralisation is also present at Mansons Lode and at Sg Among, to the east of Rixen.
Optiro Pty Ltd (Optiro) undertook site visits to the Sokor Project during December 2011 and
June 2015 to review data for the Mineral Resource estimate and during October 2012 and June 2015
to review the mining operations for the Ore Reserve estimate. CNMC provided Optiro with the
drillhole logging, assay and survey data, interpreted geological cross-sections and topographical
data.
Optiro has been assisting CNMC with collation of the drillhole data, Mineral Resource and Ore
Reserve estimates since 2012. During 2012, Optiro generated a validated drillhole database, three
dimensional interpretations of the mineralisation and prepared updated Mineral Resource estimates
for Mansons Lode, New Discovery, Rixen and Ketubong (Optiro, 2012 and 2013a). During 2013,
CNMC drilled additional holes at Rixen and in 2014 Optiro updated the Mineral Resource estimates
for Mansons Lode, Ketubong and Rixen deposits (Optiro, 2014a). Additional drilling was undertaken
by CNMC during 2014 and updated estimates were prepared by Optiro for Rixen, Mansons Lode and
New Discovery as at 31 December 2014 (Optiro, 2015a and 2015b). During 2015, CNMC drilled
69 diamond core holes at Rixen, Mansons Lode, New Discovery and New Found (to the south of
New Discovery). Optiro has updated the Mineral Resource and Ore Reserves estimates for Rixen,
Mansons Lode and New Discovery as at 31 December 2015.
Ore has been extracted by CNMC at Rixen since 2012 and at Mansons Lode and New Discovery
during 2012. The Mineral Resource and Ore Reserve estimates have been depleted for all mining to
31 December 2015.
The Mineral Resource and Ore Reserve estimates for the Sokor Project have been prepared and
classified in accordance with the guidelines of the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves prepared by the Joint Ore Reserves Committee of the
Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals
Council of Australia, December 2012 (the JORC Code 2012).
1.2.
The gold mineralisation within the Sokor Project is lithologically and structurally controlled and is
generally hosted in acid to intermediate volcanic rocks and in carbonate-rich rocks. The depth to the
base of oxidation varies between deposits, from a shallow depth of less than 3 m at Ketubong to up
to 60 m at Rixen. Previous mining of near surface, high grade ore has occurred at Mansons Lode
and New Discovery and the pits have been backfilled with mineralised material of lower grades from
these pits.
At Mansons Lode there are economic grade silver, lead and zinc assays in addition to gold that have
been incorporated into the Mineral Resource model. At New Discovery, Ketubong and Rixen the
silver and base metal concentrations are typically low. Exploration by CNMC has focussed on the
definition of gold Mineral Resources and Ore Reserves at the Sokor Project; however, results from
the drilling at Mansons Lode also include high zinc and lead grades.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Optiro interpreted the gold mineralisation at all deposits above a nominal 0.3 g/t gold cut-off grade.
At Mansons Lode and New Discovery mineralisation was defined within backfilled material from
previous mining and at New Discovery, Rixen and Ketubong a zone of mineralisation was interpreted
within the alluvial/eluvial material overlying the bedrock. At Mansons Lode base metal
mineralisation, external and additional to the gold mineralisation, was interpreted above a nominal
3% lead plus zinc (Pb+Zn) cut-off grade.
At New Discovery and Ketubong two types of mineralisation were interpreted within the bedrock:
narrow zones of structurally controlled mineralisation within the north-south trending KetubongRixen fault zone, and lithologically controlled mineralisation to the west of the fault zone which
overlies the structurally controlled mineralisation. At Mansons Lode and Rixen the bedrock
mineralisation has been interpreted to be lithologically controlled within one relatively flat zone at
Mansons Lode and several east dipping zones at Rixen.
Block grades were estimated using an ordinary kriging technique with appropriate assay top-cuts
applied for each deposit and style of mineralisation. The mineralisation has been classified as
Measured, Indicated and Inferred in accordance with the guidelines of the JORC Code (2012). Bulk
density values for each deposit and material type were calculated using measurements from 179
sections of diamond drill core and measurements of alluvial and backfilled material from 41 test pits.
Mining at Rixen during 2015 extracted 2,236 kt of ore for the production of 29,600 ounces of gold via
heap leach extraction, which was ongoing as at 31 December 2015.
The New Discovery deposit is considered an inactive mining area at this time, with only small-scale
trial mining undertaken on an ad hoc basis as part of an ongoing exploration and metallurgical
testwork process. This activity was considered immaterial in terms of its impact on the New
Discovery Ore Reserve. There was no mining at the Mansons Lode or Ketubong deposits during
2015.
1.3.
The Mineral Resource estimate, as at 31 December 2015, for the Sokor Project is reported in
Table 1.1 below. This has been classified and reported in accordance with the guidelines of the
JORC Code (2012) and has been depleted for mining at Mansons Lode (as at 2012), New Discovery
(as at 2012) and Rixen to 31 December 2015. The Mineral Resources are reported above a 0.5 g/t
gold cut-off grade at Mansons Lode and Ketubong, above a 0.4 g/t gold cut-off grade at New
Discovery and above a 0.3 g/t gold cut-off grade at Rixen to reflect current commodity prices,
operating costs and processing options. As at 31 December 2015, the total Measured, Indicated and
Inferred gold Mineral Resource for the Sokor Project (above a 0.3 g/t gold cut-off grade at Rixen, a
0.4 g/t gold cut-off grade at New Discovery and a 0.5 g/t gold cut-off grade at Mansons Lode and
Ketubong) is 13,830 kt at 1.4 g/t gold with 618,000 ounces of contained gold.
Gold mineralisation at Mansons Lode has associated silver and base metal mineralisation. Silver,
lead and zinc Mineral Resources have been reported for Mansons Lode, both within the gold
mineralisation, above a 0.5 g/t gold cut-off grade, and also external to the gold mineralisation, above
a cut-off of 3% lead and zinc (Table 1.1).
The total Measured, Indicated and Inferred gold resources for the Sokor Project, previously reported
in December 2014, were 10,810 kt at 1.5 g/t gold, with contained gold of 506,000 ounces; this
represents an increase of 22% in contained gold in the December 2015 Mineral Resource. The
Mansons Lode Mineral Resource also contains silver, lead and zinc; namely 1,210 kt with an average
grade of 44 g/t silver, 1.7% lead and 1.6% zinc. This represents increases of 15%, 67% and 51% in
contained silver, lead and zinc respectively over the December 2014 totals. The Mineral Resource
figures discussed above include material which has subsequently been modified to produce Ore
Reserves.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 1.1
Sokor Project Mineral Resource statement as at 31 December 2015 (inclusive of Ore Reserves)
The additional drilling during 2015 at Rixen, Mansons Lode and New Discovery extended the
Indicated and Inferred Mineral Resources at the three deposits. Silver, lead and zinc Mineral
Resources have been defined at Mansons Lode, and the additional 2015 drilling has increased these
Mineral Resources down-dip to the south-east. Confidence in the Rixen resource has improved, but
discrepancies in the drillhole collar elevations need to be resolved before Measured Mineral
Resources can be defined.
In reporting the 2015 Ore Reserves in Table 1.2, it should be noted that the tabulated Mineral
Resource has been reported exclusive of and additional to Ore Reserves, as at 31 December 2015.
This means that there will be material tabulated in Table 1.1 which is neither reported as Mineral
Resource nor Ore Reserve in Table 1.2; for instance, material which falls within the final pit, but
which is below the reserve cut-off grade. Thus it is not possible to add the Ore Reserves and Mineral
Resources in Table 1.2 together to produce the total Mineral Resources in Table 1.1. Moreover, the
Ore Reserves include factors for ore loss and dilution which, by convention, have not been applied to
the Mineral Resources.
All Ore Reserves have been reported in accordance with the JORC Code (2012). Previously, Ore
Reserves at Mansons Lode and New Discovery had been stated in accordance with the 2004 JORC
Code. The reason for the split in reporting Ore Reserves between the 2004 and 2012 JORC Code
versions previously was that only Rixen has been actively mined and no material changes had
occurred to the resource or mine design for New Discovery or Mansons Lode. Whilst no mining
took place on these deposits during 2015, the cost inputs are now better understood and a revised
pit optimisation and design has been undertaken. This update needed to be reported in accordance
with the 2012 JORC Code.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 1.2
Combined Sokor Project Ore Reserves (Mansons Lode, New Discovery and Rixen) and Mineral Resources
(at Ketubong and in addition to Ore Reserves at Mansons Lode, New Discovery and Rixen) as at
31 December 2015
Mineral
type
Tonnes
(kt)
Proved
Probable
Total
Gold
Gold
Gold
327
4,781
5,107
Measured
Indicated
Inferred
Total
Gold
Gold
Gold
Gold
210
2,346
6,166
8,722
Grade
(Au g/t)
Contained
Au (koz)
Ore Reserves
3.68
39
262
1.14
183
3,864
1.07
222
4,127
Additional Mineral Resources
2.8
29
170
1.5
144
1,900
1.4
279
4,994
1.2
311
7,065
3.68
1.14
1.07
31
148
179
+73
+12
+19
2.8
1.5
1.4
1.2
23
117
226
252
-30%
+25%
+126%
+11%
2. INTRODUCTION
CNMC Goldmine Holdings Limited, through its subsidiary CMNM Mining Group Sdn. Bhd., holds an
81% interest in the Sokor Project (Figure 2.1). CMNM holds the rights to mine and produce gold,
silver and base metals from an area of approximately 10 km 2 in the Ulu Sokor area in Kelantan,
Malaysia. CNMC listed on the Catalist Board of the Singapore Exchange (SGX-ST) by way of an Initial
Public Offering on 28 October 2011.
Optiro has prepared this report to document the update to the Mineral Resource estimates and Ore
Reserves in support of the planned 2015 Annual Report, and to provide a market update on Mineral
Resources and Ore Reserves as at 31 December 2015, as required under the mineral, oil and gas
guidelines of the SGX-ST.
CNMC has defined three deposits in the southern part of the Sokor Project area (Mansons Lode,
New Discovery and Ketubong) and a fourth deposit (Rixen), approximately 3 km to the north of
Ketubong (Figure 2.1). Additional gold mineralisation is present at New Found, to the south of New
Discovery, and additional base metal mineralisation is present at Sg Among, to the east of Rixen: at
present there is insufficient data to define Mineral Resources within these areas.
During 2015, CNMC drilled an additional 69 holes for 7,700.6 m at Rixen, Mansons Lode, New
Discovery and New Found. The Mineral Resource estimates have been updated for Rixen, Mansons
Lode and New Discovery. The Ketubong Mineral Resource estimate was not updated.
Exploration by CNMC has focussed on the definition of gold Mineral Resources and Ore Reserves at
the Sokor Project. Results from the drilling at Mansons Lode included high zinc and lead grades and
the Mineral Resources defined for silver, lead and zinc at this deposit have been included in the
formal reporting of the Mineral Resources for the Sokor Project.
Ore was extracted at Rixen during 2015 and the Mineral Resource and Ore Reserve estimates have
been depleted for mining to 31 December 2015. All of the Mineral Resources and Ore Reserves have
been classified and reported in accordance with the guidelines of the Australasian Code for
Reporting of Exploration Results, Mineral Resources and Ore Reserves prepared by the Joint Ore
Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of
Geoscientists and Minerals Council of Australia, December 2012 (the JORC Code, 2012).
During 2015, no mining activities took place at Mansons Lode or at New Discovery. A change to
cost inputs has warranted a revised pit optimisation and design to be undertaken, and this update
and reporting of the revised pit optimisations and designs is in accordance with the 2012 JORC Code.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Figure 2.1
2.1.
COMPETENT PERSONS
Behre Dolbear Australia Pty Ltd (BDA) has assisted CNMC with reviews of exploration procedures
and Mineral Resource and Ore Reserve estimation (BDA, 2011a and 2011b). The property
description, history of the property, exploration data and procedures, mining and processing,
infrastructure, environmental and community issues, life of mine production schedule and capital
and operating costs have previously been documented by BDA in August and November 2011
(BDA, 2011a and 2011b).
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Mrs Christine Standing of Optiro undertook a site visit to the Sokor Project on 7 and 8 December
2011 to review data for the Mineral Resource estimate; Mr George Brech of BDA assisted Optiro
during the site visit. Mr Andrew Law of Optiro undertook a site visit to the Sokor Project between
16 and 18 May 2012 to review the mining operations for the Ore Reserve estimate. Mrs Christine
Standing visited the Sokor Project again during 1 to 5 June 2015 to inspect the Sokor mine site,
drilling procedures, drillhole core and the sampling and logging procedures and Mr Andrew Law
undertook a site visit on 4 and 5 June 2015 to review the mining operations.
The Mineral Resource estimate has been prepared by Mrs Christine Standing and reviewed by
Mr Ian Glacken. Mr Glacken, Director of Optiro and Fellow of the Australian Institute of Mining and
Metallurgy, and Mrs Standing, Principal of Optiro and Member of the Australasian Institute of
Mining and Metallurgy, fulfil the requirements of competent persons as defined in the JORC Code
(2012) and accept responsibility for the qualified persons report and the JORC Code categorisation
of the Mineral Resource estimate as tabulated in the form and context in which it appears in this
report. Optiro has relied on the data, reports and information provided by CNMC; Optiro has
nevertheless made such enquiries and has exercised its judgement as it deems necessary and has
found no reason to doubt the reliability of the data, reports and information which have been
provided by CNMC.
Mrs Christine Standing [BSc (Hons) Geology, MSc (Min Econs), MAusIMM, MAIG] is a geologist with
over 30 years worldwide experience in the mining industry. She has six years experience as an
exploration geologist in Western Australia and over 20 years experience as a consultant specialising
in resource estimation, reconciliation, project management and statutory and competent persons
reporting on worldwide projects for a range of commodities. She has acted as a Qualified Person
and Competent Person for gold, silver, copper, mineral sands, nickel, chromium, kaolin and PGEs.
Mr Ian Glacken [BSc (Hons) Geology, MSc (Mining Geology), MSc (Geostatistics), Grad. Dip (Comp),
FAusIMM (CP), FAIG, CEng, MIMMM, DIC] has 33 years worldwide experience in the mining industry.
Ian is a geologist with postgraduate qualifications in geostatistics, mining geology and computing.
Mr Glacken has over 16 years experience in consulting, including a decade as Group General
Manager of a major consulting organisation. He has worked on mineral projects and given over 200
training courses to thousands of attendees on every continent apart from Antarctica. Mr Glackens
skills are in resource evaluation and due diligence reviews, public reporting, training and mentoring,
quantitative risk assessment, strategic advice, geostatistics, reconciliation, project management,
statutory and competent persons reporting and mining geology studies. Ian was a founding
Director of Optiro.
The Ore Reserve Estimate has been compiled by Mr Michael Leak, Senior Consultant at Optiro and
Member of the Australasian Institute of Mining and Metallurgy, under the direction of Mr Andrew
Law, Director of Optiro and Fellow of the Australian Institute of Mining and Metallurgy. Mr Leak and
Mr Law fulfil the requirements of competent persons as defined in the JORC Code and accept
responsibility for the qualified persons report and the JORC Code categorisation of the Ore Reserve
estimate as tabulated in the form and context in which it appears in this report.
Mr Andrew Law [HND MMIN, MBA, FAusIMM (CP), FIQA] is a mining engineer with over 30 years
experience in the mining industry in Australia, Africa and South America. His extensive technical and
management experience ranges from deep level underground mining environments (bulk and
narrow vein) to large open pit environments (across multiple commodities) and to large mineral
sands dredging environments. His specialist skills are in corporate strategic business planning and
due diligence, management of feasibility studies, operational optimization, Ore Reserve compliance
and auditing (ASX, TSX, SEC, SGX, JSE), corporate management, mentoring and performance
improvement reviews.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Mr Michael Leak [BEng Mining (Hons), MAusIMM (CP)] is a mining engineer with over 15 years
experience in both open pit and underground operations in Australia, Africa and Europe. He has
experience in a range of commodities, including gold, copper, nickel, tin and lead-zinc and his skills
are in operational management, due diligence, Ore Reserves, feasibility studies, mine planning and
financial analysis.
2.2.
Optiro is an independent consulting and advisory organisation which provides a range of services
related to the minerals industry including, in this case, independent geological Mineral Resource and
Ore Reserve estimation services, but also corporate advisory, mining engineering, mine design,
scheduling, audit, due diligence and risk assessment assistance. The principal office of Optiro is at
16 Ord Street, West Perth, Western Australia and Optiros staff work on a variety of projects in a
range of commodities worldwide.
This report has been prepared independently and to meet the requirements of the SGX minerals, oil
and gas guidelines and in accordance with the VALMIN and JORC Codes. The authors do not hold
any interest in CNMC, its associated parties, or in any of the mineral properties which are the subject
of this report. Fees for the preparation of this report are being charged at Optiros standard rates,
whilst expenses are reimbursed at cost. Payment of fees and expenses is in no way contingent upon
the conclusions drawn in this report.
3. PROPERTY DESCRIPTION
3.1.
PROJECT LOCATION
The Sokor Project is located approximately 80 km southwest of Kota Bharu, the capital of Kelantan
State in northern Peninsular Malaysia (Figure 3.1). The project is accessed by a sealed road from
Kota Bhara to Kampong Bukit, which is approximately 18 km from site, and then by gravel track from
Kampong Bukit to site. Kota Bharu is connected to Kuala Lumpur by a 55 minute flight. The nearest
town, Tanah Merah, is located approximately half way between the project site and Kota Bharu.
The Sokor Project is situated in the upper catchment of the Sungai Sokor River, where topography
consists of moderately steep hill ridges and narrow valleys, with elevations ranging from 200 m to
900 m above sea level. The project area experiences a hot, tropical monsoonal climate with dense
tropical rainforest vegetation cover. Annual rainfall in Kelantan State averages between 2,000 mm
and 2,500 mm, with November to January being the wettest months.
3.2.
The Sokor Project consists of a Mining Licence (ML 2/2008) covering approximately 10 km 2 (known
as the Sokor Block) and an Exploration Licence (EL 2/2006) approximately 62.8 km2 (known as the
Sokor Gold Field Project). CNMC was granted mining rights on 8 April 2008 for a period of 10 years
to the Sokor Block and the granting of the first right of refusal for a 21 year mining rights renewal
extension.
The Corporate income tax rate in Malaysia is 25%. A gold royalty of 5% of gross revenue is payable
to the Kelantan State Government (KSG) and an additional tribute payment of 3% of gross revenue is
payable to the Kelantan State Economic Development Corporation (KSEDC). Mining approval was
obtained from KSG in January 2010 and allows for initial mine production of up to 300,000 tpa of
ore.
Environmental approval was obtained from KSG in April 2010. Environmental approvals for the
project included the submission of an Environmental Impact Assessment (EIA) in January 2008 and a
supplementary EIA report in March 2009 with approval received in June 2009. An Environmental
Management Plan (EMP) was submitted in February 2010 and an EMP Additional Information report
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
submitted in March 2010, with approval received in April 2010. The EIA and EMP include approval
for both heap leach and pond (vat) leach processing of gold ore at the Sokor mine site. Where
possible CNMC will progressively rehabilitate disturbed areas and some areas, such as the process
plant, will be rehabilitated when the mine is closed and the plant is decommissioned.
Figure 3.1
Sokor project area and location of Mining Licence and Exploration Licence (BDA, 2011a).
CNMC, through its subsidiary CMNM Mining Group Sdn. Bhd., holds an 81% interest in ML 2/2008.
The KSG holds a 10% share and other investors in Kelantan State hold the remaining 9% (Table 3.1).
The 19% interest not held by CNMC is a non-contributory share during exploration and mine
development and production stages. Exploration Licence EL 2/2006 has expired and is in the process
of being renewed by CNMC through its subsidiary MCS Mining Group Sdn. Bhd. The location and
exact area of EL 2/2006 will be dependent on availability of and access to land surrounding the Sokor
Block.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 3.1
Tenement
ID
ML 2/2008
CNMC
Interest
81%
Status
Expiry date
Development
EL 2/2006
80%
Exploration
7/4/2018
Application for
renewal submitted
Area
2
km
10.0
Type of
mineral deposit
Gold
62.8
Gold
Remarks
Mining rights
Exploration
rights
4.1.
PRODUCTION STATISTIC S
Since CNMC commenced operations, there have been no comprehensive production records or
reconciliation data collected. CNMC has advised Optiro of the production that has occurred
between 2012 and 2015, which is summarised in Table 4.1.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 4.1
Commodity
Production statistics
2012
2013
2014
2015
Rixen
Mined
Gold
Mined
Gold
Silver
Mined
Gold
Silver
Lead
Zinc
Mined
Gold
Silver
Lead
Zinc
90,000
90,000
63,000
0.3
861
50,000
46,791
0.65
984
75.00
112,451
0.003
1,397
0.004
1,752
140,000
136,791
0.42
1,845
75.00
112,451
0.003
1,397
0.004
1,752
323,000
386,000
63,200
1.07
11,800
1,362,138
1,362,138
0.94
27,685
31,000
31,000
1.14
1,100
N/A
690
354,000
417,000
0.96
12,900
N/A
690
-
1,362,138
1,362,138
0.94
27,685
N/A
20,886
-
2,236,674
2,236,674
0.61
29,645
2,236,674
2,236,674
0.61
29,645
N/A
22,057
-
5. GEOLOGICAL SETTING
5.1.
REGIONAL GEOLOGY
The Sokor Project is located in the Central Belt of Peninsular Malaysia. Peninsular Malaysia is
divided structurally into three north-south to northwest-southeast trending belts, the Eastern,
Central and Western Belts. The Eastern and Western Belts are dominated by tin-bearing granites
and associated tin and wolfram mineralisation.
The Central Belt consists of Permian to Triassic age metasediments including phyllite, slate,
sandstone and limestone and felsic to intermediate volcanic rocks intruded by Late Triassic to
Tertiary, acid to intermediate stocks and dykes. The Central Belt contains base metal mineralisation
including copper, lead, zinc, antimony and manganese, and gold mineralisation.
The eastern (Lebir Fault) and western (Bentong-Raub Fault) boundaries of the Central Belt are major
fault zones featuring dextral rotation and strike slippage of 5 km to 10 km. Known gold deposits in
the Central Belt include Raub, Selinsing and Penjom, all located south of Ulu Sokor. The Sokor gold
mineralisation is located towards the middle of the Central Belt and is associated with the
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
intersection of two major north-south trending structures with northeast to northwest trending
secondary structures.
5.2.
LOCAL GEOLOGY
The gold mineralisation within the Sokor Project is lithologically and structurally controlled and is
generally hosted in acid to intermediate volcanic rocks and carbonate-rich rocks. The depth to the
base of oxidation varies between deposits from a shallow depth of less than 3 m at Ketubong to up
to 60 m at Rixen. Previous mining (during the 1990s) of near surface, high grade ore has occurred at
Mansons Lode and New Discovery and the pits have been backfilled with lower grade material from
these deposits.
5.2.1.
RIXEN DEPOSIT
Gold mineralisation at the Rixen deposit is contained within acid volcanic rocks to the west of the
Ketubong-Rixen fault. The deposit was defined initially by soil sampling and an Induced Polarisation
survey which delineated an anomalous zone trending north-south with a strike length of
approximately 800 m.
Drilling has outlined a zone of pervasively silicified tuffs and mineralisation extends over a strike of
approximately 2,000 m. The Rixen deposit has been tested by 210 diamond drillholes totalling
23,014 m.
5.2.2.
MANSONS LODE
The Mansons Lode deposit is located 3.5 km south of Rixen. Mansons Lode consists of a surface
gossan after sulphides, partially replacing a silicified limestone unit which is intercalated with
phyllitic sediments. The gold mineralised zone extends over a strike length of approximately 750 m,
trending 060, and is marked by old surface workings and a number of shallow shafts that have been
excavated to depths of up to 30 m. The Mansons Lode deposit has been tested by 165 diamond
drillholes totalling 9,977 m.
The average width of mineralisation exposed in trenches is 15 m, varying from a few metres to up to
34 m. The thickness of mineralisation is variable, ranging from 5 m to 20 m, and the dip of the
mineralisation is shallow (10 to 15) to the southeast. Trench mapping by CNMC suggests that the
mineralisation is associated with a breccia zone. A quartz porphyry dyke which is exposed to the
southeast of Mansons Lode may be a causative intrusion for the base metal-gold mineralisation.
The dyke contains pyrite mineralisation as disseminations and veinlets, with rock chips returning
grades of 0.5 g/t to 0.7 g/t gold. The base metal mineralisation has the same strike and dip as the
gold mineralisation and extends along strike to the north-east and down-dip to the south-east,
external to the gold mineralisation. Much of the surface area has been disturbed by previous mining
activity and hence the relationship between the different rock types is not clear.
5.2.3.
The New Discovery deposit is located approximately 500 m west-northwest of Mansons Lode. Gold
mineralisation is associated with the Ketubong-Rixen fault that runs through the central part of the
concession area. The mineralisation has been defined by surface trenching over a strike length of
200 m. Trench exposures indicate mineralised widths of 7 m to 35 m, trending 010 with a dip of
approximately 30 to the east. In the north, the mineralised zone appears to be displaced to the
west by a northwest trending fault.
The deposit has been drilled down-dip to a depth of 200 m from surface and generally remains open
at depth. The New Discovery deposit has been tested by 83 diamond drillholes totalling 6,664 m.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Based on trench mapping, mineralisation consists of gold in association with weak stockwork and
disseminated pyrite hosted in sheared and brecciated phyllite and in an adjacent limestone unit.
The phyllite is generally strongly altered close to the fault zone, with pervasive sericite-chloriteepidote alteration, silicification and carbonate veining.
5.2.4.
KETUBONG DEPOSIT
The Ketubong deposit is located approximately 600 m to the northwest of Mansons Lode and
immediately north of New Discovery. Ketubong represents the northwards continuation of the
north-south trending and easterly dipping mineralisation present in New Discovery. Mineralisation
dips to the east at around 20 to 30.
The deposit has been delineated by trenching and drilling over a strike length of 680 m and by goldin-soil and Induced Polarisation anomalies which are open to the north. Mineralisation is contained
within highly folded phyllite and intercalated limestone over widths of 2 m to 40 m, based upon
trench exposures. Interpretation of trench mapping indicates the gold is associated with
disseminated-stockwork quartz-sulphide mineralisation and more massive sulphide, consisting
predominantly of pyrite with minor, sporadic galena, chalcopyrite and sphalerite. Drilling data
indicates the mineralisation is closely associated with a limestone unit within phyllite.
CNMC has tested the Ketubong deposit with 47 diamond drillholes totalling 7,967 m. Drilling was
not undertaken at Ketubong during 2015, and the mineralisation interpretation and Mineral
Resource estimate has not been updated.
6.1.
DRILLING
The four Sokor deposits (Mansons Lode, New Discovery, Ketubong and Rixen) have been evaluated
by both surface trenches and diamond core drilling. Diamond drilling was completed on all four
deposits using a combination of inclined and vertical drillholes on drill sections oriented normal to
the strike of the mineralisation. Only the data from the CNMC diamond drillholes has been used for
resource estimation. A total of 529 diamond drillholes for 50,819 m have been drilled at the Sokor
Project for Mineral Resource definition.
CNMC provided the geological logs, assay data and survey data to Optiro as a series of Excel spreadsheets. Optiro consolidated this data and generated a drillhole database using Datamine mining
software. CNMC provided the assay certificates for 162 of the drillholes for the 2011 Mineral
Resource, for all 16 drillholes used for the 2012 update to the Rixen Mineral Resource estimate, for
69 of the 76 drillholes provided for the 2013 Mineral Resource update and for 96 of the holes drilled
during 2014. During 2015, CNMC purchased Datamine software and updated the database with the
data from the 2015 drilling programme. Optiro validated the 2015 data captured by CNMC against
the drillhole logs and data from the laboratory; minor inconsistencies were remedied following
discussion with CNMC.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
6.2.
SURVEY DATA
CNMC has completed a topographic survey over a 7 km2 area covering the four deposits; this local
detailed survey has been tied into the Malaysian National Grid (MNG) using a number of MNG
survey control points. This survey work was carried out using electronic distance measurement
(EDM) and from this data a digital terrain model (DTM) was produced.
Drillhole collars have been surveyed using EDM equipment. Comparison of the 2015 drillhole collars
with the DTM revealed that many of the drillhole collar elevations were significantly different from
the DTM. At Rixen there are differences of up to 20 m between the drillhole collar elevation and the
DTM, with over 45% of the drillhole collar elevations having a difference of greater than 3 m from
the DTM. At Mansons Lode four of the nine holes drilled during 2015 have differences of more than
3 m, and a maximum difference of 12 m, between the between the drillhole collar elevation and the
DTM. At New Discovery 50% of the of the holes drilled during 2015 have differences of more than
3 m, and a maximum difference of 12.6 m, between the between the drillhole collar elevation and
the DTM.
These elevation differences were discussed with CNMC, who advised which drillholes were located
in areas where material was moved subsequent to the topographical survey. Optiro adjusted the
drillhole collar elevations of drillholes outside these areas to the DTM and took account of this data
mismatch in the classification of the Mineral Resource.
The 2015 drillholes were surveyed using industry standard downhole survey equipment at
approximately 50 m intervals. For the drillholes used for Mineral Resource definition, dip deviations
average less than 0.2 with a maximum of 5, and azimuth deviations average 1 with a maximum
deviation of 20.
Mining at Rixen was undertaken during 2015, and a pit survey was conducted in early 2016.
6.3.
Drillhole cores are logged for lithology, weathering, alteration, structure, mineralisation and
geotechnical data, including core recovery, RQD (rock quality designation) and fracture frequency
measurements.
All drill core is photographed using a digital camera and potentially mineralised core is marked up for
sampling. Sample intervals selected for analysis from the 2015 drillholes are between 0.18 m and
3.42 m, with an average sample interval of 1.29 m.
Systematic logging of oxidation boundaries (base of oxide and base of transitional) was introduced
by CNMC for the 2011 exploration programme and oxidation was recorded as a separate field in the
2012 core logging. This practice was not continued during 2013 but was reinstated during 2014: the
geological logs for all 2014 and 2015 drillholes recorded oxidised, transition and fresh material.
Half core samples were selected for analysis, with quarter core samples used for quality
assurance/quality control (QA/QC) analysis. Prior to 2012, sample preparation was undertaken at
the ALS Group Laboratory in Perth, Australia and the samples collected from 2012 to 2015 were
prepared by SGS (Malaysia) Sdn. Bhd. laboratory, Malaysia. Sample weights range from 1 kg to 3 kg.
Samples are dried, crushed to 6 mm and the whole sample is pulverised to 85% passing 75 microns.
A pulp sample of 200 g is split for assay and the pulp reject bagged and retained.
6.4.
SAMPLE SECURITY
Exploration samples were selected, bagged and labelled by site geologists at Sokor and placed in
sealed cartons for transport to the assay laboratory. The samples were stored at the Sokor
exploration office in the sample storage area, prior to dispatch to the laboratory and the camp was
patrolled day and night by security personnel.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
During 2015, each batch of samples was transported to the SGS (Malaysia) Sdn. Bhd. laboratory, at
Port Klang, Malaysia, by an employee of CNMC. The assay laboratory confirmed that all samples
were received and that the cartons had not been damaged.
6.5.
ASSAYING
Gold analyses at all four deposits were by 30 g fire assay with atomic absorption spectrometry (AAS)
finish, having a detection limit of 0.01 g/t gold. Prior to 2012, sample analysis was undertaken at the
ALS Group Laboratory in Perth, Australia; samples from the 2012 to 2015 drilling programmes were
analysed by SGS (Malaysia) Sdn. Bhd. Laboratory. Samples from 16 of the 2013 drillholes were
assayed using a 50 g fire assay charge.
Samples from Mansons Lode are routinely analysed for Au, Ag, Cu, Pb and Zn. Prior to 2012, Ag, Cu,
Pb and Zn were analysed at the ALS Group Laboratory in Perth, Australia by four acid digest and ICP
Atomic Emission Spectrometry (ICPAES). The samples from the 2012 to 2015 drilling programmes
were analysed by SGS (Malaysia) Sdn. Bhd. laboratory by four acid digest followed by AAS. At New
Discovery, Ketubong and Rixen, silver and base metal concentrations are low and after initial analysis
to establish this, samples were analysed for gold only.
6.6.
CNMCs QA/QC protocols for the 2015 drilling programme included the insertion of standard,
duplicate and blank samples with the samples sent to SGS (Malaysia) Sdn. Bhd. laboratory and interlaboratory duplicate samples (of pulps) were submitted to ALS Group Laboratory in Perth, Australia.
For the 2015 drilling programme, a standard sample and a blank sample have been submitted with
the samples from each drillhole and for drillholes with more than 40 samples, two standards have
been included: this is above the industry standard rate, which is to be commended. A total of
70 standard samples have been analysed and over 90% of the results are within three standard
deviations of the expected certified value. No sample bias is evident and results indicate good
accuracy of the analysis.
A total of 67 blank samples were submitted with the 2015 drill samples: only two values are above
0.1 g/t gold. The results indicate good sample preparation with little sample contamination.
Over 200 duplicate samples (18% of the samples) have been analysed by SGS (Malaysia) Sdn. Bhd.
laboratory and by the umpire laboratory, ALS Group Laboratory. This is considerably higher than the
industry standard rate of 1 in 25 samples. The sets of original and duplicate results have a high
correlation and indicate a good level of precision of the assay data.
6.7.
BULK DENSITY
Bulk density measurements are made on selected core samples of approximately 0.2 m in length
using the water immersion method (weighing in air and water). Samples are dried before
measurement. Bulk density values for each deposit and material type were calculated
using measurements from 179 sections of diamond drill core (including 62 measurements obtained
during 2015) and of alluvial/eluvial and backfill material from 41 test pits.
PROCESSING
CNMC engaged Changchun Gold Research Institute (CGRI) to carry out process testwork in 2008 and
to design a process for recovery of gold and silver from the Sokor ore. A vat leaching plant was
constructed on site in early 2010 and operations commenced in July 2010. During 2013, vat leaching
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
operations continued on a minimal scale with ore from the New Discovery deposit being batch
treated.
During 2012, the processing capability of the Sokor Project was increased with the construction and
commissioning of a trial 70 kt heap leach facility to treat the ore from Rixen. The heap leach process
was commissioned and declared operational during January 2013 and has continued to operate
throughout 2013, 2014 and 2015, with ore being supplied solely from the Rixen deposit. Heap leach
recoveries ranged from 66% to 69% during the year, with the average recovery being 67% for 2015.
7.1.1.
METALLURGICAL TESTWORK
During 2013, CNMC carried out further metallurgical testwork in the following areas:
x gravity gold recovery and heap leaching of Mansons Lode backfill ore
x mineralogical analysis on polymetallic Mansons Lode ore for selection of a process route
x mineralogical and leaching testwork on primary ore from New Discovery and Ketubong.
Metallurgical testwork is ongoing as part of the current operations, with the results being applied to
the leaching processes as required to ensure that the operational parameters remain appropriate for
the anticipated variations in ore characteristics across the various deposits.
7.1.2.
PLANT DESIGN
CNMC is currently using a combination of heap and vat leaching processes. The heap leach was the
predominant processing method used during 2015.
The heap leaching process being used by CNMC features standard heap leaching practices, with
fresh ore remaining on the leach pad for a residence time of between 30 and 45 days before it is
regarded as being barren. Pregnant leach solution is subsequently stripped of leached gold via a
standard elution and electrowinning process, with gold recoveries in the order of 67% being
achieved during 2015. The barren heap leach material is then removed from the heap pad to a
tailings storage area, which is then progressively rehabilitated during the year.
The vat leaching plant comprises the following equipment:
x a 50 t per hour crushing plant which includes a jaw crusher, a secondary impact crusher and
a 10 mm vibrating screen to split the secondary crusher product into plus and minus 10 mm
material
x three concrete leaching vats, each with a capacity of 1,500 t of ore
x pregnant, barren and raw water ponds
x eight activated carbon columns set up in two trains of four columns
x a gold room comprising an acid wash tank and an elution column, each with a capacity of 1 t
of carbon
x a 1,000 kg carbon/day diesel-fired carbon regeneration furnace
x a pressurised electrowinning cell.
Crushed ore is trucked about 150 m to the leaching vats and loaded into the vats using excavators.
Barren solution is pumped into the vat to saturate the ore and allow it to soak. The pregnant
solution is then drained from the vat into the pregnant solution pond. Pregnant solution is pumped
through the carbon columns, an estimated 97% of the contained gold is captured on the carbon and
the solution discharging from the columns is recirculated to the barren pond, from where it is
pumped back to the vat. The loaded carbon for both the heap leach and vat processes is transferred
to the gold room for acid washing, elution and regeneration prior to recirculation to the adsorption
columns. Eluate from the elution stage is circulated through an electrowinning process to produce a
gold sludge which is dried and smelted to produce gold dor.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
8. MINING
8.1.
MINING METHODS
The deposits at the Sokor Project are suited to conventional open pit mining methods, the primary
reasons being:
x
x
x
x
8.2.
PIT OPTIMISATION
8.2.1.
PROCESS
NPV Scheduler was used to determine the optimum pit limits. This program uses the input
parameters of costs and revenues and applies these via an algorithm to create a series of nested
pit shells, which are evaluated to find the shell with the highest NPV.
8.2.2.
COSTS
Site costs were provided by CNMC for the past two years of production. The total costs were back
calculated into unit costs ($/t) for use in the optimisations. It is understood that silver credits are
used by CNMC to reduce the overall cost of gold production, and as such the revenue from silver
was added to the CNMC provided costs. Additionally, it is understood that the CNMC costs reported
to Optiro do not contain the final rehabilitation costs and these have been added back on based on
known costs of similarly sized, geographically similarly located operations.
8.2.3.
The ore zones at Sokor have reasonable width and are in an orientation amenable to good recovery
through open pit mining. As such, dilution and recovery of the ore zone were estimated at 5% and
95% respectively.
8.2.4.
GEOTECHNICAL
The geotechnical parameters on which the optimisation and subsequent design were undertaken
were based on current operating practices for the Rixen pit. For Rixen, the slope angles used were:
x
x
x
At Mansons Lode and New Discovery an overall slope angle of 42 was used.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
8.2.5.
OPTIMISATION INPUTS
Table 8.1
Item
Units
Amount
deg
deg
deg
40
42
45
deg
deg
42
42
%
%
Mtpa
5
95
1.0
US$ /t
US$ /t
US$ /t
1.00
2.65
3.38
%
%
65%
80%
US$ /t ore
US$ /t ore
US$ /t ore
1.90
33.00
3.10
US$ / oz
1,100
8.3.
Comment
Oxidation states have not been logged at
New Discovery and Mansons Lode, hence
one overall wall angle which roughly
approximates the Rixen average slope angle
was used
MINE DESIGN
The mine design was undertaken using industry accepted parameters, in line with current site
operating practices and based on a conventional, drill, blast, load and haul mining scenario.
8.3.1.
DESIGN PARAMETERS
Table 8.2
Item
Batter angles
Oxide and Transitional
Fresh rock
Batter height
Berm width
Ramp width
Dual lane
Single lane*
Minimum mining width
Units
Amount
deg
deg
m
m
60
75
10
5
m
m
m
20
10
30
* Single lane employed at bottom of pit and in small pits that do not warrant dual lane ramps
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
8.3.2.
PIT DESIGN
Figure 8.1
Figure 8.2
Figure 8.3
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
8.4.
MINE SCHEDULE
The mine schedule was undertaken using NPV scheduler. The final pit design was imported into the
optimisation package and merged with the surface topography to produce an ultimate mining
surface. For Rixen, pushbacks were then created that:
x
x
Due to the small size of both the New Discovery and Mansons Lode pits, these were scheduled
based on the final pit design, with no pushbacks.
8.4.1.
SCHEDULING STRATEGY
Note that no Inferred Mineral Resources have been included in the mine schedule; this is a
conservative approach. Under the JORC Code (2012), Inferred Mineral Resources can be included as
long as the financial viability of the operation does not depend upon their inclusion and mining.
8.4.2.
SCHEDULE OUTPUTS
The key outputs of the mining schedule are shown in Table 8.3.
Table 8.3
Source
Unit
Waste
HL ore
HL ore grade
Gold mined (HL)
kt
kt
g/t
koz
Waste
HL ore
HL ore grade
Gold mined (HL)
kt
kt
g/t
koz
Waste
CIL ore
CIL ore grade
Gold mined (CIL)
kt
kt
g/t
koz
Waste
Total ore
HL ore
CIL ore
HL ore grade
CIL ore grade
Gold mined (HL)
Gold mined (CIL)
Gold mined
kt
kt
kt
kt
g/t
g/t
koz
koz
koz
Total
Year 1
Year 2
Rixen
15,083
2,927
2,807
4,615
1,247
1,247
1.14
1.12
1.07
169.4
44.9
42.7
New Discovery
1,272
349
3.31
37.2
Mansons Lode
326
144
3.40
15.7
Sokor Project - total
16,681
2,927
2,807
5,108
1,247
1,247
4,964
1,247
1,247
144
1.3
1.12
1.07
3.4
207
45
43
16
222
45
43
Year 3
Year 4
3,546
1,247
1.10
44.0
5,803
875
1.34
37.7
587
115
3.10
11.4
Year 5
685
234
3.42
25.7
326
144
3.40
15.7
3,546
1,247
1,247
6,390
990
990
1.10
1.54
44
49
44
49
1,011
378
234
144
3.42
3.40
26
16
41
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
8.5.
MINING OPERATIONS
8.5.1.
MINING METHODS
The current mining method is conventional, drill and blast, load and haul in the open pit. The dip of
the orebody (35 to 40) aligns well with the conceptual overall pit slope. One wall of the pit has
been designed to follow the footwall of the orebody.
8.5.2.
WORKFORCE
The current operating workforce comprises both CNMC employees and various contractors.
Administration and technical services staff are employed directly by CNMC. CNMC endeavours to
employ labour from the local communities as required.
8.5.3.
MINING FLEET
Due to the small volumes of material movement required, the pit is mined using a small fleet of
machinery on a 24/7 operating basis. A number of back-hoe type excavators in the 60 to 120 tonne
class are utilised in the mining of the ore and waste, as well as in the post-heap tails relocation and
rehabilitation process. A mixed fleet of 10 wheel haul trucks and 30 tonne articulated haul trucks
are used in the mining operations as required. Ancillary equipment for in pit work requirements,
waste dump management and road maintenance is provided by a fleet of graders, dozers and front
end loaders.
Drilling of blast holes is completed by a contractor and CNMC provides the blasting supervision.
9.1.
MINERAL RESOURCE
9.1.1.
INTERPRETATION
CNMC provided cross-sections of the mineralisation and geology interpreted from the geological
logging and assay results from drillholes to the end of 2013. Optiro used the cross-sections to guide
interpretation of the mineralisation at all deposits, using a nominal 0.3 g/t gold cut-off grade. At
Mansons Lode base metal mineralisation, external and additional to the gold mineralisation, was
interpreted using a nominal 3% lead and zinc (Pb+Zn) cut-off grade; this base metal interpretation
encompasses the interpreted gold mineralisation. Interpretation of the 2014 and 2015 drillhole data
by Optiro used the geological logs provided by CNMC and the assay data, and maintained a similar
orientation to that interpreted by CNMC geologists prior to 2014. The mineralisation interpretations
prepared by Optiro were reviewed by CNMCs geologist and adjustments were made to reflect field
observations by CNMC.
At Rixen, the 2015 drilling extended the resource to the east and to the south. The Mineral
Resource extends for 2,000 m along strike (north-south), 500 m across strike (east-west) and up to
200 m from surface. The resource interpretation for 2014 and the updated interpretation for 2015
are illustrated in Figure 9.1.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Figure 9.1
Rixen Mineral Resource interpretation as at 2014 (green) and 2015 (magenta) and drillholes (prior to
2015 green and 2015 red)
At Mansons Lode the 2015 drilling extended the mineralisation interpretation for gold and base
metals down-dip to the south-east. The Mineral Resource extends for 750 m along strike (northeastsouthwest), 240 m across strike (southeast-northwest) and up to 120 m from surface. The resource
interpretation for 2014 and the updated interpretation for 2015 are illustrated in Figure 9.2.
Figure 9.2
Mansons Lode Mineral Resource interpretation as at 2014 (green) and 2015 (magenta) and drillholes
(prior to 2015 green and 2015 red)
At New Discovery, the 2015 drilling extended the resource to the south and some additional
mineralisation was intersected within the northern area. The Mineral Resource extends for 325 m
along strike (north-south), 300 m across strike (east-west) and up to 180 m from surface. The
resource interpretation for 2014 and the updated interpretation for 2015 are illustrated in
Figure 9.3.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Figure 9.3
New Discovery Mineral Resource interpretation as at 2014 (green) and 2015 (magenta) and drillholes
(prior to 2015 green and 2015 red)
9.1.2.
DATA ANALYSIS
Data within the interpreted mineralisation was composited to 1.5 m downhole intervals and coded
for material type (alluvial/eluvial, backfill, lithologically controlled or structurally controlled).
Statistical analysis of the composited and coded gold values indicated that the data populations are
positively skewed and top-cut values were therefore selected for each deposit and material type.
Top-cuts were not applied to the eluvial mineralisation at Ketubong or the structurally controlled
mineralisation at New Discovery. For the other material types top-cut values range between
9 g/t gold within the mineralisation at south Rixen and 25 g/t gold within the lithologically controlled
mineralisation at New Discovery. These top-cuts affected the top 1% to 4% of the gold data.
At Mansons Lode, silver, lead and zinc grades were top-cut to 310 g/t Ag, 9% Pb and 2% Zn
respectively within the backfill material and to 440 g/t Ag, 14% Pb and 17% Zn within the bedrock
material. These top-cuts affected the top 1% to 4% of the data.
Mineralisation continuity was interpreted from variogram analyses to have an along strike range of
50 m to 115 m within the alluvial/eluvial and backfill material, and 75 m to 175 m within the bedrock
mineralisation.
9.1.3.
Block models were generated for each deposit using a block size of 10 mE by 10 mN on 2 m benches
at Mansons Lode, New Discovery and Ketubong and 10 mE by 20 mN on 2 m benches at Rixen.
Block grades were estimated using ordinary kriging techniques with appropriate top-cuts, as
previously described, applied to each deposit and style of mineralisation.
The mineralisation has been classified as Measured, Indicated and Inferred in accordance with the
guidelines of the Australian JORC Code (2012). Table 1 criteria of the JORC Code and supporting
comments are listed in Appendix A. Areas with well-defined geological and grade continuity were
classified as either Measured or Indicated and areas with close spaced drilling with higher estimation
quality were classified as Measured. Areas with wide spaced drilling and/or poor grade continuity
were classified as Inferred.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Average bulk density values for each deposit and material type were calculated using measurements
from diamond drillholes and test pits. Bulk density values used for the 2015 Mineral Resource
estimates were 1.85 t/m3 for the backfill material at Mansons Lode, 2.2 t/m3 for the eluvial and
oxide material at New Discovery and Rixen, 2.89 t/m3 for the transitional and fresh material at New
Discovery, and 2.64 t/m3 for the transitional and 2.66 t/m3 for the fresh material at Rixen. At
Mansons Lode there is a strong relationship between the sulphide mineralisation, in particular the
silver, lead and zinc grades, and the bulk density. An ordinary multivariate least squares regression
model between density and metal grade was developed and the following equation was used to
determine the bulk density for the bedrock material at Mansons Lode:
Bulk density = 3.34+(0.004*Ag)+(-0.116*Pb)+(0.063*Zn)
The Ketubong Mineral Resource was not updated in 2015. Bulk density values used for the 2013
Mineral Resource estimate were 2.2 t/m3 for the oxide material, 2.79 t/m3 for the transitional and
the fresh material at Ketubong.
9.1.4.
The Mineral Resource estimate, as at 31 December 2015 for the Sokor Project is reported in
Table 9.1. This has been classified and reported in accordance with the guidelines of the JORC Code
(2012) and has been depleted for mining. The Mineral Resources are reported above a 0.5 g/t gold
cut-off grade at Mansons Lode and Ketubong, above a 0.4 g/t gold cut-off grade at New Discovery
and above a 0.3 g/t gold cut-off grade at Rixen to reflect current commodity prices, operating costs
and processing options. The Mineral Resources in Table 9.1 have been reported inclusive of the
material used to generate Ore Reserves.
The cut-off grades used for reporting reflect the current and anticipated processing operations. The
economic cut-off grades determined from Optiros mining study of 0.3 g/t and 0.4 g/t gold were
used to report the Mineral Resources at Rixen and New Discovery respectively. A slightly higher cutoff grade of 0.5 g/t gold was used to report Mineral Resources at Mansons Lode and Ketubong. This
cut-off grade is lower than the current economic mining cut-off grade of 1.4 g/t gold determined for
Mansons Lode and reflects potential future economic extraction.
Table 9.1
Sokor Project Gold Mineral Resource statement as at 31 December 2015 (inclusive of material modified
to generate Ore Reserves)
Deposit
Mansons Lode
New Discovery
Ketubong
Rixen
Total
Measured
Tonnes
Grade
(millions)
(Au g/t)
0.33
2.6
0.23
3.8
0.56
3.1
Indicated
Tonnes
Grade
(millions
(Au g/t)
0.17
2.4
0.22
2.7
0.11
3.9
6.64
1.2
7.14
1.3
Inferred
Tonnes
Grade
(millions
(Au g/t)
0.42
1.0
0.52
1.4
0.73
2.4
4.47
1.2
6.13
1.4
Total
Tonnes
Grade
(millions
(Au g/t)
0.92
1.8
0.97
2.3
0.84
2.6
11.11
1.2
13.83
1.4
At Mansons Lode, elevated silver and base metal concentrations are associated with the gold
mineralisation and are reported in Table 9.2 above a cut-off grade of 0.5 g/t gold. Additional base
metal mineralisation is present, which is external and additional to the interpreted gold
mineralisation, and this has been reported above a 3% lead and zinc (Pb+Zn) cut-off grade in
Table 9.2.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 9.2
Silver and base metal Mineral Resources at Mansons Lode as at 31 December 2015 (inclusive of material
modified to generate Ore Reserves)
Measured
Indicated
Tonnes Ag
Pb Zn Tonnes
Ag
Pb
(millions) g/t
%
% (millions) g/t
%
0.5 g/t Au
0.33
63 1.7 1.7
0.17
73 1.7
3% Zn+Pb
0.001
144 5.6 1.2 0.001
63 1.4
Total
0.33
63 1.7 1.7
0.17
73 1.7
Cut-off
grade
Zn
Tonnes
% (millions)
1.9
0.42
3.1
0.29
2.0
0.71
Inferred
Ag
g/t
44
5
28
Pb
%
1.2
2.4
1.7
Total
Zn Tonnes Ag
% (millions) g/t
1.1
0.92
56
2.1
0.29
6
1.5
1.21
44
Pb
%
1.5
2.4
1.7
Zn
%
1.5
2.1
1.6
The total Mineral Resource, inclusive of material used to generate Ore Reserves, is presented in
Table 9.3. This has then been depleted for material used to generate Ore Reserves and the
corresponding tabulation, exclusive of and additional to the material used to generate Ore Reserves,
is presented in Table 9.4.
Table 9.3
Sokor Project, Malaysia Mineral Resources as at 31 December 2015 (inclusive of Ore Reserves)
Sokor Project, Malaysia Mineral Resources at 31 December 2015 (exclusive of material used to generate
Ore Reserves)
Category
Mineral
type
Measured
Indicated
Inferred
Total
9.1.5.
Gold
Gold
Gold
Gold
Tonnes
(kt)
170
1,900
4,994
7,065
As at 31 December 2014, the total Measured, Indicated and Inferred gold resources for the Sokor
Project above a 0.3 g/t gold cut-off grade at Rixen and a 0.5 g/t gold cut-off grade at Mansons Lode,
New Discovery and Ketubong (exclusive of stockpiles and inclusive of material used to generate Ore
Reserves) was 10,810 kt at 1.5 g/t gold, with contained gold of 506,000 ounces. The Mansons Lode
Mineral Resources contain silver, lead and zinc and, as at 31 December 2014, this comprised 940 kt
with an average grade of 50 g/t silver, 1.3% lead and 1.4% zinc. The 2014 Mineral Resources have
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
been subdivided by resource category below in Table 9.5, and this table can be compared directly
with Table 9.3.
Table 9.5
Sokor Project, Malaysia Mineral Resource as at 31 December 2014 (inclusive of Ore Reserves)
Mineral
Category
type
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Measured
Indicated
Inferred
Total
Gold
Gold
Gold
Gold
Silver
Silver
Silver
Silver
Lead
Lead
Lead
Lead
Zinc
Zinc
Zinc
Zinc
Since the Mineral Resource was reported as at 31 December 2015, drilling data from 68 holes drilled
at the Sokor Project were used to update the Mineral Resource estimates for Rixen, Mansons Lode
and New Discovery.
At Rixen, this drilling extended the resource to the south and to the east. After depletion for mining
at Rixen during 2015, the additional drilling has increased the Indicated Mineral Resource tonnage
by 6% and decreased the average grade by 1%, with an overall increase of 4% in contained gold,
increasing the Inferred Mineral Resource tonnage by 108% and increased the average grade by 3%,
with an overall increase of 144% in contained gold. The total Mineral Resource tonnage at Rixen has
increased by 32% and the average grade is the same, with a corresponding overall increase of 32% in
contained gold.
At Mansons Lode, the 2015 drilling has extended the Mineral Resource down dip to the south-east.
This drilling increased the total gold Mineral Resource tonnage of Mansons Lode by 9% and the
average grade decreased by 3%, with an overall increase of 5% in contained gold. There was a small
increase in the tonnage of the Measured Mineral Resource of 2%, a reduction in grade of 3% and an
overall reduction in contained gold of 0.2%. For the Indicated Mineral Resource the tonnage, grade
and contained gold all increased, by 12%, 2% and 14% respectively. The Inferred Mineral Resource
tonnage increased by 14% and the average grade decreased by 3% for an overall increase of 10% in
contained gold. The silver and base metal resources all increased significantly with an increase of
21% in contained silver, 28% in contained lead and 32% in contained zinc.
At New Discovery, the 2015 drilling has extended the Mineral Resource to the south and some
additional mineralisation was intersected in the northern area of the deposit. Evaluation of the
economic cut-off grade by Optiro, as a consequence of reduced mining costs, indicated that the cutoff grade could be reduced from 0.5 g/t (as used in 2014) to 0.4 g/t gold. The extensions to the
interpreted mineralisation and reduced cut-off grade have resulted in an increase in the total
Mineral Resource tonnage of 40%, a decrease in the average grade of 20%, and an overall increase
of 11% in contained gold. The majority of the increase is from the Inferred Mineral Resource, with
P a g e | 30
127
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
an increase in tonnage of 100%, a decrease in the average grade of 14% and a subsequent overall
increase of 71% in contained gold. There were small reductions to the Measured Resource, with a
decrease of 3% in average grade for an overall decrease of 4% in contained gold, and the Indicated
Resource tonnage increased by 7% and the grade decreased by 13% for an overall reduction of 7% in
contained gold.
As at 31 December 2015, the total Measured, Indicated and Inferred gold resources for the Sokor
Project (above a 0.3 g/t gold cut-off grade at Rixen, a 0.4 g/t gold cut-off grade at New Discovery and
a 0.5 g/t gold cut-off grade at Mansons Lode and Ketubong) are 13,830 kt at 1.4 g/t gold with
contained gold of 618,000 ounces (inclusive of material used to define Ore Reserves). Mansons
Lode Mineral Resources contain additional silver, lead and zinc Mineral Resources of 1,210 kt with
an average grade of 44 g/t silver, 1.7% lead and 1.6% zinc. The share of the Mineral Resource
attributable to CNMC is 81% and the figures are summarised in Table 9.3.
Compared to the 31 December 2014 Mineral Resource estimate, there has been an increase in gold
Mineral Resources of 3,022 kt at 1.2 g/t gold. This represents an increase of 22% in contained gold
in the Mineral Resource. The increased tonnage at Mansons Lode, of 274 kt, has an average grade
of 26 g/t Ag, 3.1% Pb and 2.4% Zn with contained metal of 225,000 ounces of silver, 8,253 t of lead
and 6,608 t of zinc.
9.2.
The Ore Reserve estimates as stated in this document have been reported in accordance with the
guidelines of the JORC Code, 2012 edition. Any inconsistencies within the tables may be attributed
to the JORC requirement to report to an appropriate number of significant figures, and as such will
be due to rounding.
Previously Ore Reserves at Mansons Lode and New Discovery had been stated in accordance with
the 2004 version of the JORC Code. The reason for the split in reporting Ore Reserves between 2004
and 2012 versions previously was that only Rixen has been actively mined previously and no material
changes had occurred to the resource or mine design for New Discovery or Mansons Lode. Whilst
no mining took place at these lodes during 2015, the cost inputs are now better understood and a
revised pit optimisation and design has been undertaken; consequently this update was required to
be classified and reported in accordance with JORC 2012.
The reporting of the Ore Reserve estimates below is laid out such that each deposit is reported and
discussed individually in its own section, with a combined estimate reported at the end of
Section 9.3.
Where changes in ounces as a percentage are quoted, this refers to the change in ounces
attributable to CNMC, not the original gross value, and are based upon the rounded figures instead
of the detailed base data.
9.2.1.
Between the period of 1 January 2014 and 31 December 2015, mining activities occurred at Rixen.
CNMC reported to Optiro that for the period approximately 2,236 kt of ore was removed from the
Rixen Pit; however, accurate reporting as to the precise ore tonnes, grade and amount of waste
removal was not available, and hence this information has been considered in conjunction with
surveyed data and the 2015 depleted block model.
With the information available to Optiro, a detailed reconciliation of actual mined against the
depleted model could not be completed, therefore this Ore Reserve estimate has been compiled
solely on the basis of the depleted Mineral Resource block model against the pit design and working
face surveys as of the 31 December 2015.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
The Rixen Pit Ore Reserve estimate is reported above a 0.3 g/t gold cut-off grade, incorporating 95%
mining recovery and 5% dilution at zero grade, and using a gold price of US$1,100 per ounce. The
2015 Ore Reserve estimate is quoted in Table 9.6. It is important to note that there is material
included in the inclusive Mineral Resources (Table 9.1) which is not included in either the Ore
Reserves or the additional Mineral Resources; for instance Inferred material which sits inside the pit.
Table 9.6
Rixen Pit Ore Reserve and Mineral Resource (additional to Ore Reserves) as at 31 December 2015
Mineral
type
Tonnes
(kt)
Proved
Probable
Total
Gold
Gold
Gold
0
4,615
4,615
Measured
Indicated
Inferred
Total
Gold
Gold
Gold
Gold
0
2,013
4,516
6,529
Grade
(Au g/t)
Contained
Au (koz)
Tonnes
(kt)
Ore Reserves
0
0
0
1.1
169
3,729
1.1
169
3,729
Additional Mineral Resources
0
0
0
1.1
71
1,631
1.2
173
3,658
1.2
243
5,288
0
137
137
0
+8
+8
0
1.1
1.2
1.2
0
57
140
197
0
-17%
259%
83%
Notes:
x
Ore Reserves reported as per the JORC Code 2012 edition
x
Calculations have been stated to two significant figures, and may display rounding inconsistencies
x
Cut-off grade for Rixen Mineral Resources and Ore Reserves is 0.3 g/t gold
x
Gold price used for cut-off calculation is US$1,100 /oz
x
No Inferred material is included in the Ore Reserve
x
Dilution of 5% and ore loss of 5% have been applied, with zero grade attributed to dilution.
129
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Figure 9.4 and Figure 9.5 show, respectively, the differences in tonnes and metal between the 2014
and 2015 Ore Reserve figures.
Figure 9.4
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for Rixen (ore tonnes)
Figure 9.5
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for Rixen (gold ounces)
9.2.2.
Between the period of 1 January 2015 and 31 December 2015, no mining activity occurred at
Mansons Lode.
Metals other than gold have not been included within this Ore Reserve estimate, nor has the impact
on either credits or penalties for the presence of other metals and contaminants been included
within the cost model or cut-off grade calculations. Metallurgical testwork was commenced to
determine lead and zinc recoveries from previously stockpiled material from Mansons Lode.
Further testwork and study work will be progressed during 2015, to assist with the upgrade and
reclassification of the Mansons Lode to meet the JORC 2012 Ore Reserve reporting criteria and this
will now include the zinc and lead minerals in addition to the gold and silver.
The Mansons Lode pit Ore Reserve is reported above a 1.4 g/t gold cut-off grade, using a 95%
mining recovery and 5% dilution at zero grade and a gold price of US$1,100 per ounce. The 2015
Ore Reserve is quoted in Table 9.7 with the 2015 Mineral Resource (additional to the Ore Reserve)
presented below. As with the Rixen tabulation (Table 9.6) the total of the Ore Reserve and
additional Mineral Resources will not equal the inclusive Mineral Resource, due mainly to the
difference in cut-off grade between resource and reserve and the exclusion of Inferred Resources
inside the pit designs.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 9.7
Mansons Lode Pit Ore Reserve and Mineral Resource (additional to Ore Reserves) as at 31 December
2015
Mineral
type
Tonnes
(kt)
Proved
Probable
Total
Gold
Gold
Gold
126
18
144
Measured
Indicated
Inferred
Total
Gold
Gold
Gold
Gold
183
149
407
739
Grade
(Au g/t)
Contained
Au (koz)
Tonnes
(kt)
Ore Reserves
3.5
14
97
2.8
2
13
3.4
16
111
Additional Mineral Resources
2.1
12
148
2.4
11
120
1.0
13
330
1.6
37
598
11
1
12
+21
+20
+21
2.1
2.4
1.0
1.6
10
9
11
30
-47
+556
+85
+14
Notes:
x
Ore Reserves reported as per the JORC Code 2012 edition
x
Calculations have been stated to two significant figures, and may display rounding inconsistencies
x
Cut-off grade for Mansons Lode Ore Reserves is 1.4 g/t gold
x
Gold price used for cut-off calculation is US$1,100 /oz
x
No Inferred material is included in the Ore Reserve
x
Dilution of 5% and ore loss of 5% have been applied, with zero grade attributed to dilution
x
Cut-off grade for Mansons Lode Mineral Resources is 0.5 g/t gold outside pit design and 1.4 g/t gold for Inferred Resources
within pit design.
Waterfall chart showing variance in 2013 and 2014 Ore Reserve estimate for Mansons Lode (ore tonnes)
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Figure 9.7
Waterfall chart showing variance in 2013 and 2014 Ore Reserve estimate for Mansons Lode (gold
ounces)
9.2.3.
During the reporting period there were no material mining activities at New Discovery. The New
Discovery deposit is considered to be an inactive mining area at this time, with small scale trialmining undertaken on an ad hoc basis as part of an ongoing exploration and metallurgical testwork
process.
The New Discovery Pit Ore Reserve estimate has been reported above a 0.4 g/t gold cut-off grade,
95% mining recovery and 5% dilution at zero grade and a gold price of US$1,100 per ounce. The
resultant Ore Reserve for the New Discovery pit is reported below in Table 9.8 and is applicable for
2015. As with the previous tabulations the total of the reserve and additional resource does not
equal the inclusive resource tabulation due mainly to the exclusion of Inferred Resources within the
final pit.
Table 9.8
New Discovery Pit Ore Reserve and Mineral Resource (additional to Ore Reserves) as at 31 December
2015
Mineral
type
Tonnes
(kt)
Proved
Probable
Total
Gold
Gold
Gold
201
148
349
Measured
Indicated
Inferred
Total
Gold
Gold
Gold
Gold
27
70
515
612
Grade
(Au g/t)
Contained
Au (koz)
Tonnes
(kt)
Ore Reserves
3.8
25
165
2.7
13
122
3.3
37
287
Additional Mineral Resources
2.7
2
22
2.5
6
57
1.4
23
417
1.6
31
496
20
10
31
+124
+108
+118
2.7
2.5
1.4
1.6
2
5
19
25
-87%
-62%
+93%
-31%
Notes:
x
Ore Reserves reported as per the JORC Code 2012 edition
x
Calculations have been stated to two significant figures, and may display rounding inconsistencies
x
Cut-off grade for New Discovery Mineral Resources and Ore Reserves is 0.4 g/t gold
x
Gold price used for cut-off calculation is US$1,100 /oz
x
No Inferred material is included in the Ore Reserve
x
Dilution of 5% and ore loss of 5% have been applied, with zero grade attributed to dilution.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for New Discovery (ore tonnes)
Figure 9.9
Waterfall chart showing variance in 2014 and 2015 Ore Reserve estimate for New Discovery (gold ounces)
9.2.4.
KETUBONG
No Ore Reserve estimate was calculated or reported for the Ketubong deposit as there was no
activity related to that deposit during 2014.
9.3.
The combined Ore Reserve estimate for Rixen, Mansons Lode and New Discovery deposits has been
calculated and is shown in Table 9.9, accompanied by the Mineral Resource tabulation for Rixen,
Mansons Lode and New Discovery deposits (reported exclusive of and additional to Ore Reserves)
and for Ketubong (where Ore Reserves have not been defined).
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 9.9
Combined Sokor Project Ore Reserves (Mansons Lode, New Discovery and Rixen) and Mineral Resources
(at Ketubong and in addition to Ore Reserves at Mansons Lode, New Discovery and Rixen) as at
31 December 2015
Mineral
type
Tonnes
(kt)
Proved
Probable
Total
Gold
Gold
Gold
327
4,781
5,107
Measured
Indicated
Inferred
Total
Gold
Gold
Gold
Gold
210
2,346
6,166
8,722
Grade
(Au g/t)
Contained
Au (koz)
Tonnes
(kt)
Ore Reserves
3.68
39
262
1.14
183
3,864
1.07
222
4,127
Additional Mineral Resources
2.8
29
170
1.5
144
1,900
1.4
279
4,994
1.2
311
7,065
31
148
179
+73
+12
+19
2.8
1.5
1.4
1.2
23
117
226
252
-30%
+25%
+126%
+11%
Notes:
x
Mineral Resources and Ore Reserves reported as per the JORC Code 2012 edition
x
Calculations have been stated to two significant figures, and totals may display rounding inconsistencies
x
Cut-off grade for Rixen Mineral Resources and Ores Reserve is 0.3 g/t gold
x
Cut-off grade for New Discovery Mineral Resources and Ore Reserves is 0.4 g/t gold
x
Cut-off grade for Mansons Lode Ore Reserves (and Inferred Resources within the pit design) is 1.4 g/t gold and cut-off
grade for Mineral Resources outside the pit design is 0.5 g/t gold.
x
Cut -off grade for Ketubong Mineral Resources is 0.5 g/t gold
x
Gold price used for cut-off calculation is US$1,100 /oz for all lodes
x
No Inferred material is included in the Ore Reserve
x
Dilution of 5% and ore loss of 5% have been applied, with zero grade attributed to dilution.
INFRASTRUCTURE
10.1.1.
Power to the operation has previously been provided by three on-site diesel generators. Two
generators of 400 kW and 240 kW capacity provide the bulk of the power requirements, with a
160 kW unit available as a stand-by. Small portable generators provide power to living quarters. In
2013, an additional six diesel generators were added to provide additional power generation for the
expanded heap leach operations.
The project site is in an area of high, consistent rainfall. Water is sourced from local streams for use
in mining and processing. Potable water is trucked to the site.
10.2.
CNMC has constructed offices, accommodation camp, assay laboratory and a permanent equipment
maintenance facility on the site. Communications are provided via a satellite phone system.
Telephone, fax and data transmission facilities are provided.
10.3.
Optiro understands that BDA reviewed the projects Environmental Impact Assessment in 2008,
2009 and Environmental Management Plan in 2010. The review focussed on environmental aspects
and social/community issues which are considered a material part of the project and which may
have implications for project feasibility, costs and timing. Optiro understands that these aspects and
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
issues have not changed since BDAs review in 2011 and the summary below is from the BDA report
(BDA, 2011a)
10.3.1.
Environmental approvals for the project include submission of an Environmental Impact Assessment
in January 2008 and a supplementary EIA report in March 2009, with approval received in June 2009.
An Environmental Management Plan was submitted in February 2010 and an EMP Additional
Information report was submitted in March 2010, with approval received in April 2010. The EIA and
EMP cover both heap leach and pond (vat) leach processing of gold ore at the Sokor mine site.
The project mining and environmental approvals are granted by the Kelantan State Department of
Environment (DOE). The EIA approval was received in June 2009 with approval conditions
stipulated, whilst the EMP approval was received in April 2010. The Mining Scheme approval was
obtained in January 2010 and is subject to initial mine production not exceeding 300 ktpa of mined
ore. This condition will be relaxed on submission to government of a full feasibility study and mine
plan directed at expanding the project to include treatment of the primary gold sulphide
mineralisation using a carbon in pulp process.
As part of the environmental investigations undertaken to date, potential project impacts to physical
and biological resources have been assessed to identify key environmental risks that may arise from
the construction, operation and eventual mine closure of the Sokor Project. Formal assessment,
documentation and communication of potential project-related impacts, including the anticipated
scope, magnitude, extent and duration, have been completed in conformance with the Kelantan
State permitting process, including the DOE requirements and requirements under the
Environmental Quality Act 1974. The information supplied under the Supplementary EIA was in
response to further information requests from the DOE and the Kelantan State Minerals and
Geoscience Department.
The EIA reports were prepared by Puncak Moriah Engineering Sdn. Bhd., whilst the EMP document
was prepared by EQM Ventures Sdn. Bhd. The Sokor Mining Schemes Report was prepared by
CMNM Mining Consultant Engineer, KF Lee Mining Consultant & Surveyor.
10.3.2.
CNMC has identified the key potential environmental impacts arising from the projects operations
and their associated mitigation measures, which have been implemented. These potential impacts
and CNMC mitigation measures include:
x
Site clearing impacting on downstream water quality mitigation measures include the use
of silt traps and runoff barriers, retention of vegetation, vegetation removal to follow
natural contours to maximise effects of silt traps.
Soil erosion and dust emissions resulting from earthmoving activities mitigation measures
include revegetation to control runoff and soil loss, water spraying of mine roads and
trafficked areas to suppress dust emissions and provision of personal protection equipment
to provide protection from dust and noise.
Biomass waste and other waste disposal causing air pollution, fire hazard, unhealthy
environment mitigation measures include no burning of biomass waste allowed on site,
spoils and waste materials to be buried on-site in a designated fill area, properly designed
spoil piles surrounded by soil containment berms and biodegradable waste to be left in-situ
to decompose naturally.
Waste water generation and disposal impacting on water quality mitigation measures
include provision of suitable sanitation facilities and potable water supply, solid waste to be
recycled and composted of disposed in secure areas designed in accordance with
Department of Environment of Malaysia guidelines.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
10.3.3.
Chemicals and hazardous material use impacting on water quality mitigation measures
include prevention of leakage from tailings vats by installing water proofing materials to
inhibit seepage, conducting regular maintenance of vats, engagement of Kualiti Alam (a
Federal Government licensed toxic waste collector) to handle all acids and hazard chemicals
resulting from the operations and provision of proper safe and secure storage facilities
located away from incompatible substances that may generate heat, fire, gas or explosion.
Traffic associated with the project impacting on air quality, noise and road safety
mitigation measures include provision of sufficient width to access roads, limiting speed of
vehicles, restricting entry to active mining areas to project vehicles only.
Mine closure impacting on water quality, employment opportunities, development
opportunities, loss of environmental values mitigation measures include developing an
appropriate Mine Closure and Rehabilitation Plan which includes appropriate systems for
handling site storm water runoff, compacting and sealing potentially acid-generating waste
rock, closure and covering tailings dams, site re-vegetation, employee training and multiskilled experience which is transferable to other mining operations or other sectors of
employment.
CNMC advised Optiro, in June 2015, that there had been no reported breaches of the
environmental conditions and that all monitoring requirements were being carried out as
per the licence requirements.
AIR QUALITY AND NOISE
Background air quality and noise were measured in and around the Sokor Project area in 2007 as
part of baseline monitoring for environmental assessment purposes. In general, ambient air quality
and noise levels in areas sampled in the project area are within Government of Malaysian ambient
standards.
10.3.4.
SURFACE HYDROLOGY
Based on topographical information, there are numerous streams which pass through the Sokor
mine site area from east to west, flowing through Sg Tapis, Sg Amang, Sg Sejana, Sg Liang and
Sg Ketubong, which eventually discharge into the Sg Pergau.
Surface water baseline evaluations have previously been conducted in the Sokor Project area as part
of the environmental assessment process.
Baseline water quality analysis showed that the water quality in the project area is generally good
and the parameter levels comply with the limits of Class III of the Interim National River Water
Quality Standard for Malaysia and Standard B of the Malaysian Environmental Quality (Sewage &
Industrial Effluents) Regulations, 1979.
10.3.5.
WATER MANAGEMENT
Given the project areas high rainfall, water management is a significant issue for the project so as to
minimise any potential downstream impacts.
The mine and processing plant are operated as a closed-loop circuit where no water from the site
operations discharges to nearby surface waters. All process water from the plant area is channelled
to the tailings storage facility while any excess water from the tailings storage facility (TSF) is
recycled to the plants processing circuits.
The TSF is designed to operate with a minimum freeboard of 1.5 m and is surrounded by berms. The
design capacity is at least twice the actual design capacity of all water from the mineral processing
circuit and has also been designed to accommodate the recorded maximum rainfall event.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
The berms are designed to prevent overflow from discharging from the TSF and will also preclude
rainfall runoff from entering the TSF. Any stormwater and water collected from the mine pits is
channelled to a sedimentation pond (i.e. environmental control pond), which is designed to provide
a retention time of 48 hours.
Discharge from the sedimentation control pond is via a spillway. The mine has been developed with
minimum disturbance to streams and creeks in the area. Where this is unavoidable, silt traps and
sediment control practices are to be used to prevent any inflow of sediment to surface water.
Surface runoff from the workshop area and other vehicle service areas is channelled to an oil/water
separator device prior to the water being discharged.
Discharge of waste water from the sewerage system, domestic waste water and rainwater runoff
from on-site facilities such as workshops is controlled so as not to impact on surrounding surface
waters.
10.3.6.
TAILINGS MANAGEMENT
Originally it was proposed that the project would commence using alluvial and vat leach methods to
develop the mine; however, since 2013 the ore is mainly processed via the heap leach circuit.
Optiro has been supplied with any details of the design of these plants, any expansion details on
proposed plant process ponds, or any site water balance data. Optiro notes that it is prudent that
any heap leach system (besides provisioning for process ponds barren and pregnant solution
ponds) provides a stormwater (safety) pond with sufficient capacity to accommodate the local
maximum rainfall event. Such a pond will need to accommodate runoff from the entire process
plant area, including the process ponds and heap leach area. A cyanide detoxification system will
likely be necessary to handle increased rainfall on the heap leach area during the monsoon period
and to provide for decommissioning of the heap leach structures and to make safe the process
solutions once the heap leach system is closed. The EMP contains limited details on three possible
cyanide detoxification methods; however, the information provided is considered preliminary, as no
particular detoxification method has yet been selected.
The EIA Supplementary report contains design details and environmental protection measures to
minimise the potential for water pollution. It is proposed that no solutions are to be discharged
from the stormwater (safety) pond and that the cyanide content of water in the pond will be
constantly monitored to ensure it remains below 0.1 mg/L.
All ponds, channels and impounding bunds are planned to be constructed with the required
minimum freeboard and be HDPE-lined for protection against erosion and potential groundwater
contamination.
10.3.7.
ENVIRONMENTAL MONITORING
The approved Environmental Management Plan contains details concerning the environmental
monitoring requirements stipulated under the Government approval. They include requirements for
the monitoring and reporting of air quality, noise and water quality.
An Environmental Audit process is set out in the Environmental Management Plan. CNMC has
advised Optiro that all monitoring is being undertaken in accordance with the requirements of the
licence conditions. There have been no reported breaches during the past 12 months.
10.3.8.
REHABILITATION
It is proposed that where possible, any disturbed areas will be progressively rehabilitated; however,
there are some areas such as the process plant areas which cannot be rehabilitated until such time
as the mine is closed and the plant is decommissioned.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
An Erosion and Sediment Control Plan is set out in the Environmental Management Plan, together
with other specific pollution control and occupational health and safety plans.
10.3.9.
SOCIAL ISSUES
There is a possibility that the Sokor Project may encroach into fishing areas, which may impact on
revenue and livelihoods for the members of the local communities who use the area. Consequently,
local dissatisfaction with the project may arise if access to fish resources is restricted.
It is expected that the Sokor Project will create employment opportunities for residents of the area.
In the communities surveyed, the residents expressed the desire to seek work at the site for both
skilled and unskilled work opportunities.
CNMC has made substantial efforts to integrate its project activities with the local communities and
is assisting them in social and economic development programmes. It is providing the local
community with new employment opportunities, training and skills development for those staff
employed in CNMCs mining activities and has broadened the economic and commercial base for
local businesses, contributing to economic growth in the region. In addition it provides
opportunities for business investors to invest in Kelantan.
The main negative social impact that can occur at mine closure is the loss of jobs resulting from the
cessation of mining. CNMCs proposed mitigation measure is to ensure that the workforce that has
been employed will be fully trained with multi-skilled experience that is easily transferable at the
time of mine closure, thus enabling potential further employment in other sectors.
11.1.
Capital and operating costs have been estimated by CNMC. Optiro understands that there has been
no change to the previous years estimated costs and that CNMC plans to review the costs as part of
further study work to be under taken during 2015.
11.2.
OPERATING COSTS
The operating costs used to determine the economic viability of this Ore Reserve estimate have
been provided to Optiro by CNMC. Whilst some actual production and processing costs have been
recorded, and are lower than the study applied costs, Optiro has opted to use a combination of the
current costs and the original cost projections for reasons of conservatism and consistency over
variable recorded costs. The mining costs used are considered in line with current operational
expectations and actuals. A revised forecast gold price of US$1,100 per ounce has been applied at
the request of CNMC. The unit operating costs and cut-off grade calculations used are tabulated
below in Table 11.1.
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Table 11.1
Mining cost
Processing cost
Cost
Rehabilitation cost
Selling cost
Royalty
Total sale cost
Gold price
Final sale price
Mining recovery
Process recovery
Recovered revenue
Marginal cut-off
11.3.
Units
Rixen
Manson's Lode
Mining and Processing costs
1
3.38
US$ /t
5
36.1
US$ /t ore
9.26
43.05
Revenue and Selling costs
US$/ t ore
US$ /g
0.05
0.59
%
8%
US$ /g
2.95
2.83
US$ /g
3.00
3.42
US$ /oz
1,100
1,100
US$ /g
35.37
35.37
US$ /g
32.37
31.95
%
95%
95%
%
65.0%
85.0%
$/g
20.05
25.80
g/t
0.3
1.4
New Discovery
2.65
10.02
17.3
0.59
8%
2.83
3.42
1,100
35.37
31.95
95%
86.8%
26.34
0.4
ECONOMIC EVALUATION
Economic evaluation of the Ore Reserves for the Sokor Project shows that the net cashflow from the
operation is estimated to be $93.1 M, with a Net Present Value of $70M (based on a 10% discount
rate).
Based on the economic evaluation undertaken by Optiro, Optiro is able to demonstrate and is
satisfied that there is a positive financial outcome for the Mansons Lode, Rixen and New Discovery
deposits. No financial analysis has been completed for the Ketubong deposit and thus no Ore
Reserves have been stated.
139
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
The above recording should continue to be supported by accurate face and stockpile surveys on a
monthly basis to provide a spatial basis of reconciliation against the reported physicals. The
implementation of these processes would eliminate unaccounted for material movements and
significantly streamline end of period reporting requirements. Optiro notes that there has been
good improvement in this aspect of operations on site during 2015.
On a similar note, the movement of material from stockpiles to leach pads was recorded during 2014
and 2015. Optiro recommends additional details are recorded going forward to ensure that CNMC
has a more detailed basis for measuring the performance of the heap leach circuits. Without
recording this additional information from the leach circuits, the basis for determining how the
leaching process has performed during the month is sub-optimal. Optiro commends CNMC on the
work initiated during 2015 in this regard.
The above operational processes are considered to be essentials for a single-source mining and
processing operation. With the potential for multiple ore sources to be mined concurrently at Sokor,
the requirement for accurate and rigorous reporting processes is multiplied to ensure that
operational performance is recorded on an appropriate basis.
In summary, Optiro notes the improved progress in recording of the operational performance of the
Sokor Project. Optiro supports CNMCs desire and actions to continue implementing a more
formalised and structured production recording and reporting process, as commenced during 2014.
A set of standardised codes for the geological logging are being used by CNMC to record
oxidation, lithology and alteration.
QAQC procedures include analysis of standard, blank and duplicate samples and analysis of
duplicate samples at an umpire laboratory. The insertion rate is above industry standard,
which is commended.
Geological interpretation by CNMC includes 3D modelling of the faults zones at Rixen.
Optiro has the following recommendations with respect to the data used for the Mineral Resource
estimate at the Sokor Project:
x
x
x
x
x
x
Significant differences between the topographical surface data and the drillhole collars
surveys remain and need to be resolved. The surveyed drillhole collars should be compared
to the topographical survey data and, where there are inconsistencies, the drillhole collars
should be re-surveyed.
Infill drilling at Rixen is required where additional Inferred Mineral Resources were defined
by the 2015 drilling, in order to upgrade these to Indicated Mineral Resources.
Ongoing updates to the mineralisation interpretation should be undertaken during the
drilling programme. This will assist with optimisation of the drilling programme and
planning any additional drillholes.
Depths to the base of oxidation and the base of transitional material should be logged from
the existing drill core from Mansons Lode, New Discovery and Ketubong.
A 3D interpretation of the lithology should be developed; this will improve the
mineralisation interpretation and Mineral Resource definition.
Pit survey pickups should be completed on a regular basis (at least at the end of each
quarter, but ideally at the end of each month) and the Mineral Resource models should be
reconciled against production at least on a quarterly basis.
P a g e | 43
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Optiro has the following recommendations with respect to the data used for the Ore Reserve
estimate at the Sokor Project. These are considered best practice recommendations:
x
x
x
x
A detailed life-of-mine schedule should be updated with the depleted Rixen Ore Reserve and
accounting for mining activities that have occurred.
Detailed 3D topographic surfaces for each deposit should be developed to produce an
accurate as-mined point of reference for each deposit. The current depletion surfaces are
lacking in detail and spatial alignment accuracy.
As more accurate actual costs are now established, the cut-off grade should be recalculated
and used in the life-of-mine schedule and for future mine planning and forecasting.
Ongoing recording of monthly operational production figures is occurring to a reasonably
good standard, but needs to be supported by appropriately detailed daily tracking of mining
and processing activities that include more detailed records of the material source and
destination locations; this reporting standard has improved during 2015.
Surveys of mining face positions and stockpile profiles should continue to occur on a
monthly basis to facilitate effective reconciliation between all stages of the operation from
the resource block model through to gold produced.
Training of production staff should be implemented to ensure that continuity of production
tracking and reporting is maintained whilst staff are absent from site on rosters.
14. REFERENCES
Behre Dolbear Australia Pty Limited, 2011a. Independent Technical Report Sokor Gold Project
Kelantan Malaysia. Report prepared for CNMC Goldmine Holdings Limited and Prime
Partners Corporate Finance Pte. Ltd., dated 12 August 2011.
Behre Dolbear Australia Pty Limited, 2011b. Mineral Resource Update Report November 2011.
Report prepared for CNMC Goldmine Holdings Limited, dated 11 November 2011.
JORC Code, 2012. Australasian Code for Reporting of Exploration Results, Mineral Resources and
Ore Reserves prepared by the Joint Ore Reserves Committee of the Australasian Institute
of Mining and Metallurgy, Australasian Institute of Geoscientists and Minerals Council of
Australia (JORC), 2012 Edition.
Optiro, 2012. Sokor Gold Project Updated Mineral Resource, Detailed Technical Report.
Unpublished report prepared for CNMC Goldmine Holdings Limited, dated May 2012.
Optiro, 2013a. Sokor Gold Project Updated Mineral Resource and Ore Reserve Estimates as at
31 December 2012. Unpublished report prepared for CNMC Goldmine Holdings Limited,
dated April 2013.
Optiro, 2013b. Sokor Gold Project Ore Reserves Estimate as at 31 December 2012 Mansons and
New Discovery Mines. Unpublished report prepared for CNMC Goldmine Holdings Limited,
dated April 2013.
Optiro, 2013c. Sokor Gold Project Ore Reserves Estimate as at 31 December 2012 Rixen Mine.
Unpublished report prepared for CNMC Goldmine Holdings Limited, dated April 2013.
Optiro, 2014a. Sokor Gold Project Updated Mineral Resource and Ore Reserve Estimates as at
31 December 2013. Unpublished report prepared for CNMC Goldmine Holdings Limited,
dated April 2014.
Optiro, 2014b. Sokor Gold Project Ore Reserves Estimate as at 31 December 2013 Rixen and
New Discovery Mines. Unpublished report prepared for CNMC Goldmine Holdings Limited,
dated March 2014.
Optiro, 2015a. Sokor Gold Project Updated Mineral Resource and Ore Reserve Estimates as at
31 December 2014. Unpublished report prepared for CNMC Goldmine Holdings Limited,
dated April 2015.
Optiro, 2015b. Sokor Gold Project Updated Mineral Resource 2014, Technical Report.
Unpublished report prepared for CNMC Goldmine Holdings Limited, dated July 2015.
P a g e | 44
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
15. GLOSSARY
Term
Explanation
Alteration
A change in mineralogical composition of a rock through reactions with hydrothermal fluids, temperature
or pressure changes.
Non-ferrous (other than iron and alloys) metals excluding precious metals. These include copper, lead,
nickel and zinc.
The solid rock lying beneath superficial material such as gravel or soil.
The mass of many particles of the material divided by the volume they occupy. The volume includes the
space between particles as well as the space inside the pores of individual particles.
The grade that differentiates between mineralised material that is economic to mine and material that is
not.
Drilling method which produces a cylindrical core of rock by drilling with a diamond tipped bit.
A fracture in rock along which displacement has occurred.
An Indicated Mineral Resource is that part of a Mineral Resource for which tonnage, densities, shape,
physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence.
It is based on exploration, sampling and testing information gathered through appropriate techniques from
locations such as outcrops, trenches, pits, workings and drillholes. The locations are too widely or
inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for
continuity to be assumed.
An Inferred Mineral Resource is that part of a Mineral Resource for which tonnage, grade and mineral
content can be estimated with a low level of confidence. It is inferred from geological evidence and
assumed but not verified geological and/or grade continuity. It is based on information gathered through
appropriate techniques from locations such as outcrops, trenches, pits, workings and drillholes which may
be limited or of uncertain quality and reliability.
The JORC Code provides minimum standards for public reporting to ensure that investors and their advisers
have all the information they would reasonably require for forming a reliable opinion on the results and
estimates being reported. The current version is dated 2012.
Study of the physical properties of metals as affected by composition, mechanical working and heat
treatment.
A 'Measured Mineral Resource' is that part of a Mineral Resource for which tonnage, densities, shape,
physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is
based on detailed and reliable exploration, sampling and testing information gathered through appropriate
techniques from locations such as outcrops, trenches, pits, workings and drillholes. The locations are
spaced closely enough to confirm geological and grade continuity.
A Mineral Resource is a concentration or occurrence of material of intrinsic economic interest in or on the
Earths crust in such form, quality and quantity that there are reasonable prospects for eventual economic
extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource
are known, estimated or interpreted from specific geological evidence and knowledge. Mineral Resources
are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured
categories.
The process by which a mineral or minerals are introduced into a rock, resulting in a valuable deposit.
A geostatistical estimation method relying upon a model of spatial continuity as defined in a variogram.
Mineralised material which is economically mineable at the time of extraction and processing.
An 'Ore Reserve' is the economically mineable part of a Measured and/or Indicated Mineral Resource. It
includes diluting materials and allowances for losses, which may occur when the material is mined.
Appropriate assessments and studies have been carried out and include consideration of and modification
by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and
governmental factors. These assessments demonstrate at the time of reporting that extraction could
reasonably be justified. Ore Reserves are sub-divided in order of increasing confidence into Probable Ore
Reserves and Proved Ore Reserves.
The addition of oxygen to the metal ion, generally as a result of weathering.
Metallurgical: The percentage of metal that can be recovered given the limitations of the processing
equipment.
Open pit mining term relating to the removal of uneconomic waste material to expose ore. Metallurgical
term relating to the removal of copper from the organic phase in the solvent extraction process.
A process that reduces the effect of isolated (and possible unrepresentative) outlier assay values on the
estimation.
The partially oxidised zone between oxidized and fresh material.
Sequence of strata formed from an erupting volcano.
Base metals
Bedrock
Bulk density
Cut-off grade
Diamond drilling
Fault
Indicated Mineral
Resource
Inferred Mineral
Resource
JORC Code
Metallurgy
Measured
Mineral Resource
Mineral Resource
Mineralisation
Ordinary kriging
Ore
Ore Reserve
Oxidation
Recovery
Stripping
Top cut
Transitional
Volcanics
P a g e | 45
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Appendix A
JORC Code, 2012 Edition Table 1 reporting
SECTION 1 SAMPLING TECHNIQUES AND DATA
(Criteria in this section apply to all succeeding sections.)
Criteria
Sampling
techniques
Drilling
techniques
Drill sample
recovery
Commentary
P a g e | 46
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Logging
Subsampling
techniques
and sample
preparation
Quality of
assay data
and
laboratory
tests
Verification
of sampling
and
assaying
Commentary
x All drillholes were logged by geologists.
x Logging data recorded includes interval from
and to, colour, major mineral composition,
texture and structure, mineralisation and
lithology types.
x Cores were photographed.
x All samples that were identified as having
potential mineralisation were assayed.
P a g e | 47
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Location of
data points
Data
spacing
and
distribution
Orientation
of data in
relation to
geological
structure
Sample
security
Audits or
reviews
Commentary
x Drillhole collar locations (easting, northing and
elevation) are surveyed by geologists after
hole completion using SOUTH Polaris 9600
Static GPS accurate to within +/-10 cm, or
GARMIN GPSmap 60CSx accurate to within +/7 m.
x Grid system used is Malaysian National Grid
(MNG).
x A detailed topographical surface has been
2
defined over a 7 km area that covers the four
deposits. Contour intervals are at 5 m
intervals and points along the contour lines are
generally at intervals of around 10 m. This
data was used to generate a DTM for the
resource estimate.
x Drillhole collars were pressed to the DTM.
Differences of up to 24 m were noted between
the drillhole collar elevation and the
topography.
x During 2015, data from 69 additional vertical
and inclined drillholes for a total of 7,700.6 m
were incorporated into the database.
x Drillhole spacing and drill section spacing
averaged 50 m depending on location, access
and ground conditions.
x Data obtained is sufficient to establish the
degree of geological and grade continuity.
x Samples are not composited for analysis.
Downhole compositing is applied for Mineral
Resource estimation.
x Drill sections are oriented perpendicular to the
strike of the deposit.
x Vertical and inclined holes have been drilled,
depending on the orientation of the lithology
and mineralisation.
x The orientation of drilling is considered
adequate for an unbiased assessment of the
deposit with respect to interpreted structures
and controls on mineralisation.
x The 2015 drill core samples were packed on
site by CNMC personnel and dispatched by
road freight to SGS (Malaysia) Sdn. Bhd.
laboratory, Malaysia.
x All sample preparation and assaying was
completed under the supervision of SGS
laboratory.
x Optiro visited the Sokor project during
December 2011 and June 2015. Review of the
sampling techniques did not reveal any
material issues.
P a g e | 48
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Exploration
done by other
parties
Geology
Commentary
P a g e | 49
146
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Drillhole
Information
Data
aggregation
methods
Relationship
between
mineralisation
widths and
intercept
lengths
Diagrams
Balanced
reporting
Commentary
x Not applicable drilling was designed for
resource definition.
P a g e | 50
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Other
substantive
exploration
data
Further work
Commentary
Site visits
Geological
interpretation
Commentary
x
x
x
x
x
P a g e | 51
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Commentary
x
Dimensions
Estimation
and
modelling
techniques
x
x
P a g e | 52
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Commentary
Moisture
Cut-off
parameters
Mining
factors or
assumptions
Metallurgical
factors or
assumptions
P a g e | 53
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
x
Environmental factors or
assumptions
Bulk density
Commentary
Classification
P a g e | 54
151
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Commentary
x
Audits or
reviews
Discussion of
relative
accuracy/
confidence
Mineral
Resource
estimate for
conversion to
Ore Reserves
Site visits
Commentary
x The Mineral Resource estimate used for the
Rixen, Mansons Lode and New Discovery
deposits are classified as a JORC 2012 Mineral
Resource Statement, and were completed by
Mrs Christine Standing of Optiro on behalf of
CNMC.
x The Mineral Resources are reported exclusive
of (additional to) the Ore Reserves as stated
in this report.
x A site visit was previously undertaken in May
2012 and June 2015 by Mr Andrew Law (the
Competent Person for the Ore Reserve
estimate).
P a g e | 55
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Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Study status
Cut-off
parameters
Mining
factors or
assumptions
Metallurgical
factors or
assumptions
Commentary
x Mineral Resources have been converted to
Ore Reserves on the basis of the existing
operational status of the deposits and
historical records.
x As the mine is currently operating, no
additional studies have been completed to
support this Ore Reserve estimate. The mine
has current, optimised mine plans in place,
and material modifying factors have been
derived on the basis of the current
operational data.
P a g e | 56
153
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Commentary
x
x
Environmental factors or
assumptions
Infrastructure
Costs
P a g e | 57
154
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Revenue
factors
Market
assessment
Economic
Social
Other
Commentary
P a g e | 58
155
Sokor Project updated Mineral Resource and Ore Reserve estimates as at 31 December 2015
Criteria
Classification
Audits or
reviews
Discussion of
relative
accuracy/
confidence
Commentary
P a g e | 59
156
STATISTICS OF SHAREHOLDINGS
As at 18 March 2016
:
:
:
:
:
S$23,335,633
407,693,000
407,293,000
Ordinary shares
One vote per ordinary share
DISTRIBUTION OF SHAREHOLDERS
SIZE OF SHAREHOLDINGS
NO. OF
SHAREHOLDERS
NO. OF SHARES
2
31
528
997
34
0.12
1.95
33.17
62.62
2.14
11
20,018
4,124,399
69,806,833
333,341,739
0
0.01
1.01
17.14
81.84
1592
100
407,293,000
100
1 - 99
100 - 1,000
1,001 - 10,000
10,001 - 1,000,000
1,000,001 AND ABOVE
TOTAL
NAME
NO. OF SHARES
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
106,987,500
52,762,500
40,655,600
23,345,739
15,000,000
12,864,600
10,366,925
9,265,000
6,174,800
6,132,075
5,565,000
4,819,000
2,943,200
2,910,500
2,702,000
2,630,500
2,503,500
2,294,900
1,900,000
1,702,700
26.27
12.95
9.98
5.73
3.68
3.16
2.55
2.27
1.52
1.51
1.37
1.18
0.72
0.71
0.66
0.65
0.61
0.56
0.47
0.42
TOTAL
313,526,039
76.97
157
STATISTICS OF SHAREHOLDINGS
As at 18 March 2016
Statistics of Shareholdings
List of Substantial Shareholders as at 18 March 2016
As shown in the Companys Register of Substantial Shareholders
Direct Interest
Number of Shares
Innovation (China) Limited(1)
Ng Eng Tiong
Messiah Limited(2)
Professor Lin Xiang Xiong @ Lin Ye(1)
Choo Chee Kong(2)
Lim Kuoh Yang(1)
Tan Swee Ngin(1)
Lim Sok Cheng Julie(2)
106,987,500
55,655,600
52,662,500
1,100,000
205,000
%
26.268
13.665
12.930
0.270
0.050
Deemed Interest
Number of Shares
%
106,987,500
52,662,500
108,087,500
106,987,500
52,662,500
26.268
12.930
26.538
26.268
12.930
Notes:(1)
Innovation (China) Limited is a private investment holding company incorporated in Hong Kong whose shareholders are
Professor Lin Xiang Xiong @ Lin Ye (65%) and his wife, Tan Swee Ngin (35%). Lim Kuoh Yang is the son of Professor Lin Xiang
Xiong @ Lin Ye and Tan Swee Ngin. As such, Professor Lin Xiang Xiong @ Lin Ye and Tan Swee Ngin are deemed interested
in all the shares held by Innovation (China) Limited by virtue of their respective interests in Innovation (China) Limited and Lim
Kuoh Yang is deemed interested in all the shares deemed to be held by Professor Lin Xiang Xiong @ Lin Ye and Tan Swee
Ngin under Section 7 of the Companies Act.
(2)
Messiah Limited is a private investment holding company incorporated in the British Virgin Islands whose shareholders are
Choo Chee Kong (51%) and his wife, Lim Sok Cheng Julie (49%). As such, Choo Chee Kong and Lim Sok Cheng Julie are
deemed to be interested in all the shares held by Messiah Limited under Section 7 of the Companies Act. The shares of
Messiah Limited are registered in the name of Bank of Singapore Nominees Pte Ltd.
158
NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of CNMC GOLDMINE HOLDINGS LIMITED
(the Company) will be held at 745 Lorong 5 Toa Payoh, #04-01 The Actuary, Singapore 319455 on Thursday, 28 April
2016 at 3.00 pm for the following purposes:-
AS ORDINARY BUSINESS
Resolution 1
1.
To receive and adopt the audited accounts for the nancial year ended 31 December 2015 together with the
Directors statement and the Independent Auditors Report.
Resolution 2
2.
To declare a nal one-tier tax exempt dividend of S$0.0018 per ordinary share and a special one-tier tax
exempt dividend of S$0.00405 per ordinary share for the nancial year ended 31 December 2015.
Resolution 3
3.
To re-elect Professor Lin Xiang Xiong who is retiring by rotation pursuant to Article 89 of the Companys
Constitution (Constitution) and who, being eligible, offers himself for re-election as a Director.
[See Explanatory Note (i)]
Resolution 4
4.
To re-elect Mr Choo Chee Kong who is retiring by rotation pursuant to Article 89 of the Constitution and who,
being eligible, offers himself for re-election as a Director.
[See Explanatory Note (ii)]
Resolution 5
5.
To approve the payment of Directors fees of up to S$176,400 for the nancial year ending 31 December 2016
to be paid quarterly in arrears. (FY2015:S$168,000)
Resolution 6
6.
To re-appoint KPMG LLP as the Companys Independent Auditors and to authorise the Directors to x their
remuneration.
7.
To transact any other ordinary business that may be properly transacted at an annual general meeting.
AS SPECIAL BUSINESS
Resolution 7
8.
To consider and, if thought t, to pass the following resolution as an Ordinary Resolution:Authority to allot and issue shares
That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, and the Listing Manual (Section
B: Rules of Catalist) (the Catalist Rules) of the Singapore Exchange Securities Trading Limited (the SGX-ST),
authority be and is hereby given to the directors of the Company (the Directors) to:(A)
(i)
allot and issue shares in the capital of the Company (Shares) whether by way of rights, bonus
or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, Instruments) that might or would
require Shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into Shares,
159
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem t; and
(B)
(notwithstanding that this authority may have ceased to be in force) issue Shares in pursuance of any
Instrument made or granted by the Directors while this authority was in force,
provided that:(1)
the aggregate number of Shares to be issued pursuant to this authority (including Shares to be issued
in pursuance of Instruments made or granted pursuant to this authority) does not exceed one hundred
per cent (100%) of the total number of issued Shares (excluding treasury shares) (as calculated in
accordance with sub-paragraph (2) below) (Issued Shares), of which the aggregate number of Shares
to be issued other than on a pro-rata basis to the existing shareholders of the Company (including
Shares to be issued in pursuance of Instruments made or granted pursuant to this authority) does not
exceed fty per cent (50%) of the total number of Issued Shares;
(2)
(subject to such manner of calculation as may be prescribed by the SGX-ST) for the purpose of
determining the aggregate number of Shares that may be issued under sub-paragraph (1) above, the
percentage of Issued Shares shall be based on the total number of issued Shares (excluding treasury
shares) at the time this authority is given, after adjusting for:(i)
new Shares arising from the conversion or exercise of any convertible securities;
(ii)
new Shares arising from the exercise of share options or vesting of share awards which are
outstanding or subsisting at the time this authority is given, provided the options or awards were
granted in compliance with Part VIII of Chapter 8 of the Catalist Rules; and
(iii)
(3)
in exercising the authority conferred by this Resolution, the Directors shall comply with the provisions of
the Catalist Rules for the time being in force (unless such compliance has been waived by the SGX-ST)
and the Constitution for the time being of the Company; and
(4)
(unless revoked or varied by the Company in general meeting) this authority shall continue in force until
the conclusion of the next annual general meeting of the Company or the date by which the next annual
general meeting of the Company is required by law to be held, whichever is the earlier.
[see Explanatory Note (iii)]
Resolution 8
9.
To consider and, if thought t, pass the following resolution as an Ordinary Resolution:Authority to allot and issue shares pursuant to the CNMC Performance Share Plan
That pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore, the directors of the Company
(the Directors) be authorised and empowered to grant awards in accordance with the provisions of the CNMC
Performance Share Plan (the Share Plan) and to allot and issue from time to time such number of shares in
the capital of the Company (Shares) as may be required to be issued pursuant to the vesting of the awards
under the Share Plan, provided that the aggregate number of new Shares which may be issued pursuant to
the vesting of awards under the Share Plan, when added to the number of new Shares issued and issuable
in respect of all awards granted under the Share Plan and any other share-based incentive scheme of the
Company for the time being in force, shall not exceed fteen per cent (15%) of the total number of issued
Shares (excluding treasury shares) from time to time and such authority shall, unless revoked or varied by the
Company in general meeting, continue in force until the conclusion of the next annual general meeting or the
expiration of the period within which the next annual general meeting is required by law to be held, whichever is
earlier.
[see Explanatory Note (iv)]
Resolution 9
10.
To consider and, if thought t, to pass the following resolution as an Ordinary Resolution:Renewal of the Share purchase mandate
160
That:
(a)
for the purposes of Sections 76C and 76E of the Companies Act, Chapter 50 (the Companies Act), the
exercise by the directors of the Company of all the powers of the Company to purchase or otherwise
acquire ordinary shares (Shares) in the issued share capital of the Company not exceeding
in aggregate the Prescribed Limit (as hereafter dened), at such price or prices as may be determined
by the directors of the Company from time to time up to the Maximum Price (as hereafter dened),
whether by way of:
(i)
market purchases (each a Market Purchase) on the Singapore Exchange Securities Trading
Limited (SGX-ST) or, as the case may be, any other securities exchange on which the shares
may for the time being be listed and quoted, through one or more duly licensed stockbrokers
appointed by the Company for the purpose; and/or
(ii)
off-market purchases (each an Off-Market Purchase) effected otherwise than on the SGX-ST in
accordance with any equal access scheme as may be prescribed by the Companies Act,
and otherwise in accordance with all other laws, regulations and rules of the SGX-ST as may
for the time being be applicable, be and is hereby authorised and approved generally and
unconditionally (the Share Purchase Mandate);
(b)
(c)
the authority conferred on the directors of the Company pursuant to the Share Purchase Mandate may
be exercised by the directors of the Company at any time and from time to time during the period
commencing from the passing of this Resolution and expiring on the earliest of:
(i)
the date on which the next annual general meeting of the Company is held or required by law to
be held;
(ii)
the date on which Share purchases have been carried out to the full extent of the Share Purchase
Mandate; or
(iii)
the date on which the authority contained in the Share Purchase Mandate is varied or revoked by
an ordinary resolution of shareholders of the Company in general meeting;
in this Resolution:
Prescribed Limit means not more than 10% of the issued ordinary Shares (excluding any Shares held
as treasury shares) of the Company as at the date of the passing of this Resolution; and
Maximum Price in relation to a Share to be purchased, means an amount (excluding brokerage, stamp
duties, applicable goods and services tax and other related expenses) not exceeding:
(i)
(ii)
where:
Average Closing Price is the average of the closing market prices of a Share over the last ve (5)
Market Days, on which transactions in the Shares were recorded, preceding the day of the Market
Purchase or, as the case may be, the day of the making of the offer pursuant to the Off-Market Purchase,
and deemed to be adjusted for any corporate action that occurs after such ve-day market period;
day of the making of the offer means the day on which the Company announces its intention to make
an offer for the purchase of Shares from shareholders of the Company stating the purchase price (which
shall not be more than the Maximum Price calculated on the foregoing basis) for each Share and the
relevant terms of the equal access scheme for effecting the Off-Market Purchase; and
Market Day means a day on which the SGX-ST is open for trading in securities; and
161
(d)
the directors of the Company be and are hereby authorised to complete and do all such acts and things
(including executing such documents as may be required) as they may consider expedient or necessary
to give effect to the transactions contemplated by this Resolution.
[see Explanatory Note(v)]
Explanatory Notes
(i)
Professor Lin Xiang Xiong will, upon re-election as a Director of the Company, remain as an Executive Chairman of the
Company. Information on Professor Lin can be found on page 8 and 9 of the annual report.
(ii)
Mr Choo Chee Kong will, upon re-election as a Director of the Company, remain as an Executive Vice Chairman of the
Company. Information on Mr Choo can be found on page 8 and 9 of the annual report.
(iii)
Under the Catalist Rules, a share issue mandate approved by shareholders as a ordinary resolution will enable directors of an
issuer to issue an aggregate number of new shares and convertible securities of the issuer of up to 100% of the issued share
capital of the issuer (excluding treasury shares) as at the time of passing of the resolution approving the share issue mandate,
of which the aggregate number of new shares and convertibles securities issued other than on a pro-rata basis to existing
shareholders must be not more than 50% of the issued share capital of the issuer (excluding treasury shares).
The Directors are of the opinion that the proposed share issue mandate will enable the Company to respond faster to business
opportunities and to have greater exibility and scope in negotiating with third parties in potential fund raising exercises or
other arrangements or transactions involving the capital of the Company.
Ordinary Resolution 7, if passed, will empower the Directors from the date of the above AGM until the date of the next annual
general meeting, to allot and issue Shares and/or Instruments. The aggregate number of Shares (including Shares to be issued
in pursuance of Instruments made or granted) which the Directors may allot and issue under this Resolution, shall not exceed
100% of the total number of issued Shares (excluding treasury shares). For issues of Shares and convertible securities other
than on a pro-rata basis to all shareholders, the aggregate number of Shares and convertible securities to be issued shall not
exceed 50% of the total number of issued Shares (excluding treasury shares). This authority will, unless previously revoked or
varied at a general meeting, expire at the next annual general meeting of the Company or the date by which the next annual
general meeting of the Company is required by law to be held, whichever is earlier.
(iv)
Ordinary Resolution 8, if passed, will empower the Directors to grant awards under the Share Plan and to allot and issue
Shares pursuant to the vesting of the awards under the Share Plan, provided that the aggregate number of new Shares which
may be issued under the Share Plan, when added to the number of Shares issued and issuable in respect of all awards
granted under the Share Plan and any other share-based incentive scheme of the Company for the time being in force, shall
not exceed 15% of the total number of issued Shares (excluding treasury shares) from time to time.
(v)
Ordinary Resolution 9, if passed, will renew the mandate to permit the Company to purchase or otherwise acquire its issued
ordinary shares on the terms and subject to the conditions of the Resolution. Further details are set out in the Letter to
Shareholders which is enclosed with the Companys Annual Report, as an Addendum.
Notes:
162
(1)
Except for a member who is a Relevant Intermediary as dened under Section 181(6) of the Companies Act, Chapter 50 of
Singapore (the Companies Act), a member of the Company entitled to attend and vote at the AGM is entitled to appoint not
more than two proxies to attend and vote on his/her behalf. A member of the Company which is a corporation is entitled to
appoint its authorised representative or proxy to vote on its behalf. A proxy need not be a member of the Company.
(2)
Pursuant to Section 181(1C) of the Companies Act, a member who is a Relevant Intermediary such as banks and capital
markets services licence holders which provide custodial services and are members of the Company may appoint more than
two proxies provided each proxy is appointed to exercise the rights attached to different shares held by the member. In such
event, the relevant intermediary shall submit a list of its proxies together with the information required in this proxy form to the
Company.
(3)
If the member is a corporation, the instrument appointing the proxy must be under seal or the hand of an ofcer or attorney
duly authorised.
(4)
The instrument appointing a proxy must be deposited at the registered ofce of the Company at 745 Lorong 5 Toa Payoh, #0401 The Actuary, Singapore 319455 not less than 48 hours before the time appointed for holding the AGM.
(5)
A Depositors name must appear on the Depository Register maintained by The Central Depository (Pte) Limited as at 72 hours
before the time appointed for holding the AGM in order for the Depositor to be entitled to attend and vote at the AGM.
163
(Name)
of
being a member/members of CNMC GOLDMINE HOLDINGS LIMITED (the Company) hereby appoint:Name
Address
NRIC/Passport
Number
(Address)
Proportion of Shareholding
No. of Shares
(%)
Address
NRIC / Passport
Number
Proportion of Shareholding
No. of Shares
(%)
or failing him/her, the Chairman of the Annual General Meeting (AGM), as my/our proxy/proxies to attend and to vote
for me/us on my/our behalf, at the AGM of the Company to be held at 745 Toa Payoh Lorong 5, #04-01 The Actuary,
Singapore 319455 on Thursday, 28 April 2016 at 3.00 pm and at any adjournment thereof. I/We direct my/our proxy/
proxies to vote for or against the resolutions to be proposed at the AGM as indicated hereunder. If no specic direction
as to voting is given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on
any other matter arising at the AGM and at any adjournment thereof.
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
For
Against
(Please indicate with a cross [X] in the space provided whether you wish your vote to be cast for or against the Resolution as set out
in the Notice of the AGM.)
Dated this
day of
2016
Total number of Shares in:
(a) CDP Register
(b) Register of Members
No. of Shares
Notes:1.
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register
(as dened in Section 81SF of the Securities and Futures Act, Chapter 289 of Singapore), you should insert that number of
shares. If you have shares registered in your name in the Register of Members, you should insert that number of shares. If
you have shares entered against your name in the Depository Register and shares registered in your name in the Register
of Members, you should insert the aggregate number of shares entered against your name in the Depository Register and
registered in your name in the Register of Members. If no number is inserted, this proxy form shall be deemed to relate to all
the shares held by you.
2.
Except for a member who is a Relevant Intermediary as dened under Section 181(6) of the Companies Act, Chapter 50 of
Singapore (the Companies Act), a member of the Company entitled to attend and vote at the AGM is entitled to appoint not
more than two (2) proxies to attend and vote in his stead. Such proxy need not be a member of the Company.
3.
Where a member appoints more than one proxy, he shall specify the proportion of his shareholding to be represented by each
proxy. If no proportion of shareholdings is specied, the proxy whose name appears rst shall be deemed to carry 100% of the
shareholdings of his/its appointor and the proxy whose name appears after shall be deemed to be appointed as the alternate.
4.
This proxy form must be deposited at the registered ofce of the Company at 745 Toa Payoh Lorong 5, #04-01 The Actuary,
Singapore 319455 not less than 48 hours before the time set for the AGM.
5.
Pursuant to Section 181(1C) of the Companies Act, a member who is a Relevant Intermediary is entitled to appoint more than
two proxies to attend, speak and vote at the AGM provided that each proxy is appointed to exercise the rights attached to
different shares held by such member. In such event, the relevant intermediary shall submit a list of its proxies together with the
information required in this proxy form to the Company.
6.
This proxy form must be under the hand of the appointor or of his attorney duly authorised in writing. Where this proxy form is
executed by a corporation, it must be executed either under its seal or under the hand of an ofcer or attorney duly authorised.
7.
Where this proxy form is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certied
copy thereof must (failing previous registration with the Company) be lodged with this proxy form, failing which this proxy form
shall be treated as invalid.
8.
The Company shall be entitled to reject a proxy form which is incomplete, improperly completed or illegible or where the true
intentions of the appointor are not ascertainable from the instructions of the appointor specied in the proxy form. In addition,
in the case of shares entered in the Depository Register, the Company may reject a proxy form if the member, being the
appointor, is not shown to have shares entered against his name in the Depository Register as at 72 hours before the time
appointed for holding the AGM, as certied by The Central Depository (Pte) Limited to the Company.
9.
By submitting this proxy form, a member accepts and agrees to the personal data privacy terms set out in the Notice of AGM
dated 11 April 2016.